10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 001-32395

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware	01-0562944
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 North Dairy Ashford, Houston, TX 77079

(Address of principal executive offices)             (Zip Code)

281-293-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The registrant had 1,214,549,390 shares of common stock, $.01 par value, outstanding at June 30, 2012.

CONOCOPHILLIPS

TABLE OF CONTENTS

	Page
Part I – Financial Information
Item 1. Financial Statements
Consolidated Income Statement		1
Consolidated Statement of Comprehensive Income		2
Consolidated Balance Sheet		3
Consolidated Statement of Cash Flows		4
Consolidated Statement of Changes in Equity		5
Notes to Consolidated Financial Statements		6
Supplementary Information—Condensed Consolidating Financial Information		27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3. Quantitative and Qualitative Disclosures About Market Risk		53
Item 4. Controls and Procedures		53
Part II – Other Information
Item 1. Legal Proceedings		54
Item 1A. Risk Factors		55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		55
Item 6. Exhibits		56
Signature		58

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Consolidated Income Statement ConocoPhillips

	Millions of Dollars
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Revenues and Other Income
Sales and other operating revenues	$	13,988			17,176			28,972			32,956
Equity in earnings of affiliates		529			375			1,015			701
Gain on dispositions		583			35			1,523			648
Other income		66			82			126			166
Total Revenues and Other Income		15,166			17,668			31,636			34,471
Costs and Expenses
Purchased commodities		5,758			7,681			11,878			14,639
Production and operating expenses		1,883			1,595			3,521			3,174
Selling, general and administrative expenses		235			203			562			451
Exploration expenses		270			264			949			440
Depreciation, depletion and amortization		1,626			1,846			3,249			3,694
Impairments		82			—			296			—
Taxes other than income taxes		906			1,198			2,007			2,082
Accretion on discounted liabilities		105			107			212			212
Interest and debt expense		197			242			387			499
Foreign currency transaction (gains) losses		15			18			19			25
Total Costs and Expenses		11,077			13,154			23,080			25,216
Income from continuing operations before income taxes		4,089			4,514			8,556			9,255
Provision for income taxes		2,334			2,214			4,560			4,638
Income From Continuing Operations		1,755			2,300			3,996			4,617
Income from discontinued operations		534			1,119			1,248			1,844
Net income		2,289			3,419			5,244			6,461
Less: net income attributable to noncontrolling interests		(22	)		(17	)		(40	)		(31	)
Net Income Attributable to ConocoPhillips	$	2,267			3,402			5,204			6,430
Net Income Attributable to ConocoPhillips Per Share of Common Stock (dollars)
Basic
Continuing operations	$	1.39			1.63			3.13			3.24
Discontinued operations		0.43			0.80			0.98			1.30
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.82			2.43			4.11			4.54
Diluted
Continuing operations	$	1.38			1.62			3.10			3.21
Discontinued operations		0.42			0.79			0.98			1.29
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.80			2.41			4.08			4.50
Dividends Paid Per Share of Common Stock (dollars)	$	0.66			0.66			1.32			1.32
Average Common Shares Outstanding (in thousands)
Basic		1,248,300			1,399,473			1,265,896			1,415,788
Diluted		1,258,189			1,412,147			1,275,667			1,428,760

See Notes to Consolidated Financial Statements.

1

Consolidated Statement of Comprehensive Income ConocoPhillips

	Millions of Dollars
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Net Income	$	2,289			3,419			5,244			6,461
Other comprehensive income (loss)
Defined benefit plans
Prior service cost arising during the period		—			—			—			—
Reclassification adjustment for amortization of prior service cost (credit) included in net income		(1	)		1			(2	)		1
Net change		(1	)		1			(2	)		1
Net actuarial loss arising during the period		(38	)		—			(38	)		—
Reclassification adjustment for amortization of prior net losses included in net income		60			52			138			103
Net change		22			52			100			103
Nonsponsored plans*		2			5			5			11
Income taxes on defined benefit plans		2			(20	)		(27	)		(40	)
Defined benefit plans, net of tax		25			38			76			75
Unrealized holding gain on securities**		1			—			1			8
Reclassification adjustment for gain included in net income		—			—			—			(255	)
Income taxes on unrealized holding gain on securities		—			—			—			89
Unrealized gain on securities, net of tax		1			—			1			(158	)
Foreign currency translation adjustments		(513	)		549			339			1,463
Reclassification adjustment for gain included in net income		—			—			1			—
Income taxes on foreign currency translation adjustments		13			(9	)		(6	)		(29	)
Foreign currency translation adjustments, net of tax		(500	)		540			334			1,434
Hedging activities		5			—			6			1
Income taxes on hedging activities		—			—			—			—
Hedging activities, net of tax		5			—			6			1
Other Comprehensive Income (Loss), Net of Tax		(469	)		578			417			1,352
Comprehensive Income		1,820			3,997			5,661			7,813
Less: comprehensive income attributable to noncontrolling interests		(22	)		(17	)		(40	)		(31	)
Comprehensive Income Attributable to ConocoPhillips	$	1,798			3,980			5,621			7,782

*Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.

**Available-for-sale securities of LUKOIL.

See Notes to Consolidated Financial Statements.

2

Consolidated Balance Sheet ConocoPhillips

	Millions of Dollars
	June 30 2012			December 31 2011**
Assets
Cash and cash equivalents	$	1,044			5,780
Short-term investments*		—			581
Restricted cash		5,000			—
Accounts and notes receivable (net of allowance of $23 million in 2012 and $30 million in 2011)		7,550			14,648
Accounts and notes receivable—related parties		169			1,878
Inventories		1,178			4,631
Prepaid expenses and other current assets		1,971			2,700
Total Current Assets		16,912			30,218
Investments and long-term receivables		23,372			32,108
Loans and advances—related parties		1,597			1,675
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $57,220 million in 2012 and $65,029 million in 2011)		71,227			84,180
Goodwill		—			3,332
Intangibles		11			745
Other assets		889			972
Total Assets	$	114,008			153,230
Liabilities
Accounts payable	$	8,243			17,973
Accounts payable—related parties		853			1,680
Short-term debt		4,179			1,013
Accrued income and other taxes		2,819			4,220
Employee benefit obligations		594			1,111
Other accruals		1,672			2,071
Total Current Liabilities		18,360			28,068
Long-term debt		18,829			21,610
Asset retirement obligations and accrued environmental costs		8,224			9,329
Joint venture acquisition obligation—related party		3,201			3,582
Deferred income taxes		13,598			18,040
Employee benefit obligations		2,873			4,068
Other liabilities and deferred credits		2,480			2,784
Total Liabilities		67,565			87,481
Equity
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2012—1,754,997,004 shares; 2011—1,749,550,587 shares)
Par value		18			17
Capital in excess of par		45,016			44,725
Treasury stock (at cost: 2012—540,447,614 shares; 2011—463,880,628 shares)		(36,696	)		(31,787	)
Accumulated other comprehensive income		3,877			3,246
Unearned employee compensation		—			(11	)
Retained earnings		33,756			49,049
Total Common Stockholders’ Equity		45,971			65,239
Noncontrolling interests		472			510
Total Equity		46,443			65,749
Total Liabilities and Equity	$	114,008			153,230
*Includes marketable securities of:	$             —			232

**Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

3

Consolidated Statement of Cash Flows ConocoPhillips

	Millions of Dollars
	Six Months Ended June 30
	2012			2011
Cash Flows From Operating Activities
Net income	$	5,244			6,461
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		3,249			3,694
Impairments		296			—
Dry hole costs and leasehold impairments		634			139
Accretion on discounted liabilities		212			212
Deferred taxes		447			(41	)
Undistributed equity earnings		(251	)		(285	)
Gain on dispositions		(1,523	)		(648	)
Income from discontinued operations		(1,248	)		(1,844	)
Other		(100	)		(140	)
Working capital adjustments
Decrease (increase) in accounts and notes receivable		(384	)		(806	)
Decrease (increase) in inventories		31			93
Decrease (increase) in prepaid expenses and other current assets		254			(323	)
Increase (decrease) in accounts payable		52			547
Increase (decrease) in taxes and other accruals		(545	)		(706	)
Net cash provided by continuing operating activities		6,368			6,353
Net cash provided by discontinued operations		164			1,868
Net Cash Provided by Operating Activities		6,532			8,221
Cash Flows From Investing Activities
Capital expenditures and investments		(7,858	)		(5,390	)
Proceeds from asset dispositions		1,566			1,863
Net sales (purchases) of short-term investments		597			(1,594	)
Long-term advances/loans—related parties		6			(3	)
Collection of advances/loans—related parties		48			50
Other		20			32
Net cash used in continuing investing activities		(5,621	)		(5,042	)
Net cash provided by (used in) discontinued operations		(304	)		148
Net Cash Used in Investing Activities		(5,925	)		(4,894	)
Cash Flows From Financing Activities
Issuance of debt		831			—
Repayment of debt		(47	)		(378	)
Special cash distribution from Phillips 66		7,818			—
Change in restricted cash		(5,000	)		—
Issuance of company common stock		45			99
Repurchase of company common stock		(4,949	)		(4,785	)
Dividends paid on company common stock		(1,661	)		(1,861	)
Other		(369	)		(357	)
Net cash used in continuing financing activities		(3,332	)		(7,282	)
Net cash used in discontinued operations		(2,019	)		(14	)
Net Cash Used in Financing Activities		(5,351	)		(7,296	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		8			20
Net Change in Cash and Cash Equivalents		(4,736	)		(3,949	)
Cash and cash equivalents at beginning of period		5,780			9,454
Cash and Cash Equivalents at End of Period	$	1,044			5,505

See Notes to Consolidated Financial Statements.

4

Consolidated Statement of Changes in Equity ConocoPhillips

	Millions of Dollars
	Attributable to ConocoPhillips
	Common Stock
	Par Value		Capital in Excess of Par		Treasury Stock			Accum. Other Comprehensive Income		Unearned Employee Compensation			Retained Earnings			Noncontrolling Interests			Total
December 31, 2011*	$	17		44,725		(31,787	)		3,246		(11	)		49,049			510			65,749
Net income														5,204			40			5,244
Other comprehensive income									417											417
Cash dividends paid on company common stock														(1,661	)					(1,661	)
Repurchase of company common stock						(4,949	)													(4,949	)
Distributions to noncontrolling interests and other																	(47	)		(47	)
Distributed under benefit plans		1		291		40														332
Recognition of unearned compensation											11									11
Separation of Downstream business									214					(18,855	)		(31	)		(18,672	)
Other														19						19
June 30, 2012	$	18		45,016		(36,696	)		3,877		—			33,756			472			46,443

*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

5

Notes to Consolidated Financial Statements ConocoPhillips

Note 1—Basis of Presentation

The interim-period financial information presented in the financial statements included in this report is unaudited and, in the opinion of management, includes all known accruals and adjustments necessary for a fair presentation of the consolidated financial position of ConocoPhillips and its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature unless otherwise disclosed. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2011 Annual Report on Form 10-K.

The results of operations for our refining, marketing and transportation businesses; most of our Midstream segment; our Chemicals segment; and our power generation and certain technology operations included in our Emerging Businesses segment (collectively, our “Downstream business”), have been classified as discontinued operations for all periods presented. See Note 2—Separation of Downstream Business, for additional information. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to our continuing operations.

Note 2—Separation of Downstream Business

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. After the close of the New York Stock Exchange on April 30, 2012, the shareholders of record as of 5:00 p.m. Eastern time on April 16, 2012 (the Record Date), received one share of Phillips 66 common stock for every two ConocoPhillips common shares held as of the Record Date.

In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution, primarily using the proceeds from the $5.8 billion in Senior Notes issued by Phillips 66 in March 2012, as well as a portion of the approximately $3.6 billion in cash transferred to Phillips 66 at separation, comprised of funds received from the $2.0 billion term loan entered into by Phillips 66 immediately prior to the separation, and approximately $1.6 billion of cash held by Phillips 66 subsidiaries. Pursuant to the private letter ruling from the Internal Revenue Service (IRS), the principal funds from the special cash distribution will be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. At June 30, 2012, the remaining balance of this cash distribution was $5,000 million and was included in the “Restricted cash” line on our consolidated balance sheet.

In order to effect the separation and govern our relationship with Phillips 66 after the separation, we entered into a Separation and Distribution Agreement, an Indemnification and Release Agreement, an Intellectual Property Assignment and License Agreement, a Tax Sharing Agreement, an Employee Matters Agreement and a Transition Services Agreement. The Separation and Distribution Agreement governs the separation of the Downstream business, the transfer of assets and other matters related to our relationship with Phillips 66. The Indemnification and Release Agreement provides for cross-indemnities between Phillips 66 and us and established procedures for handling claims subject to indemnification and related matters. The Intellectual Property Assignment and License Agreement governs the allocation of intellectual property rights and assets between Phillips 66 and us.

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of Phillips 66 and ConocoPhillips with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters. In addition, the Tax Sharing Agreement imposed certain restrictions on Phillips 66 and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Sharing Agreement sets forth the obligations of Phillips 66 and us as to the filing of tax returns, the administration of tax proceedings and assistance and cooperation on tax matters.

6

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Phillips 66 and ConocoPhillips, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective current employees and compensation plans for such current employees, and we will be responsible for all liabilities relating to former employees. The Employee Matters Agreement sets forth the general principles relating to employee matters and also addresses any special circumstances during the transition period. The Employee Matters Agreement also provides that (i) the distribution does not constitute a change in control under existing plans, programs, agreements or arrangements, and (ii) the distribution and the assignment, transfer or continuation of the employment of employees with another entity will not constitute a severance event under the applicable plans, programs, agreements or arrangements.

The Transition Services Agreement sets forth the terms on which we will provide Phillips 66, and Phillips 66 will provide to us, certain services or functions Phillips 66 and ConocoPhillips historically have shared. Transition services include administrative, payroll, human resources, data processing, environmental health and safety, financial audit support, financial transaction support, and other support services, information technology systems and various other corporate services. The agreement provides for the provision of specified transition services, generally for a period of up to 12 months, with a possible extension of 6 months (an aggregate of 18 months), on a cost or a cost-plus basis.

7

The following table presents the carrying value of the major categories of assets and liabilities of Phillips 66, immediately preceding the separation of our Downstream business on April 30, 2012, excluded from our consolidated balance sheet at June 30, 2012:

	Millions of Dollars
Assets
Cash and cash equivalents	$	3,603
Accounts and notes receivable		7,295
Accounts and notes receivable—related parties		1,501
Inventories		5,017
Prepaid expenses and other current assets		996
Total current assets of discontinued operations		18,412
Investments and long-term receivables		10,826
Loans and advances—related parties		1
Net properties, plants and equipment		15,258
Goodwill		3,330
Intangibles		730
Other assets		95
Total assets of discontinued operations	$	48,652
Liabilities
Accounts payable	$	12,064
Accounts payable—related parties		938
Short-term debt		7,814
Accrued income and other taxes		493
Employee benefit obligations		219
Other accruals		952
Total current liabilities of discontinued operations		22,480
Long-term debt		175
Asset retirement obligations and accrued environmental costs		771
Deferred income taxes		4,990
Employee benefit obligations		1,138
Other liabilities and deferred credits		426
Total liabilities of discontinued operations	$	29,980

8

Sales and other operating revenues and income from discontinued operations were as follows:

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Sales and other operating revenues from discontinued operations	$	16,609		52,591		62,107		97,364
Income from discontinued operations before-tax	$	782		1,678		1,790		2,733
Income tax expense		248		559		542		889
Income from discontinued operations	$	534		1,119		1,248		1,844

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $26 million and $70 million for the three-month and six-month periods ended June 30, 2012, respectively. No separation costs were incurred during the first six months of 2011.

Prior to the separation, commodity sales to Phillips 66 were $919 million and $4,973 million for the three-month and six-month periods ended June 30, 2012, and $3,842 million and $7,599 million for the three-month and six-month periods ended June 30, 2011. Prior to the separation, commodity purchases from Phillips 66 were $7 million and $166 million for the three-month and six-month periods ended June 30, 2012, and $112 million and $264 million for the three-month and six-month periods ended June 30, 2011. Prior to May 1, 2012, commodity sales and related costs were eliminated in consolidation between ConocoPhillips and Phillips 66. Beginning May 1, 2012, these revenues and costs represent third-party transactions with Phillips 66. Although we expect certain transactions related to the sale and purchase of crude oil, natural gas and products to continue in the future with Phillips 66, the expected continuing cash flows are not considered significant; thus, the operations and cash flows of our former Downstream business are considered to be eliminated from our ongoing operations.

Note 3—Variable Interest Entities (VIEs)

We hold significant variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIE follows:

We have an agreement with Freeport LNG Development, L.P. (Freeport LNG) to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $592 million at June 30, 2012, and $612 million at December 31, 2011. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment.

9

Note 4—Inventories

Inventories consisted of the following:

	Millions of Dollars
	June 30 2012		December 31 2011
Crude oil and petroleum products	$	483		3,633
Materials, supplies and other		695		998
	$	1,178		4,631

Inventories valued on the last-in, first-out (LIFO) basis totaled $315 million and $3,387 million at June 30, 2012, and December 31, 2011, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $100 million and $8,400 million at June 30, 2012, and December 31, 2011, respectively.

A significant portion of our inventories at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information.

Note 5—Assets Held for Sale or Sold

In April 2012, we sold our interest in the Statfjord Field and associated satellites, all of which are located in the North Sea, and recognized a gain of $431 million before-tax which was included in the “Gain on dispositions” line of our consolidated income statement. At the time of disposition, the carrying value of our interest, which was included in the Europe segment, included $205 million of properties, plants and equipment (PP&E) and $445 million of asset retirement obligations.

In May 2012, we sold our interest in the North Sea Alba Field and recognized a gain of $155 million before-tax, which was included in the “Gain on dispositions” line on our consolidated income statement. At the time of the disposition, the carrying value of our interest, which was included in our Europe segment, included $160 million of PP&E and $86 million of asset retirement obligations.

Note 6—Investments, Loans and Long-Term Receivables

Australia Pacific LNG

In January 2012, Australia Pacific LNG (APLNG) and China Petrochemical Corporation (Sinopec) signed an amendment to their existing LNG sales agreement for the sale and purchase of an additional 3.3 million tonnes of LNG per year through 2035. This agreement, in combination with the binding Heads of Agreement with Kansai Electric Power Co. Inc., signed in November 2011, finalized the marketing of the second train.

In July 2012, we sanctioned the development of the second 4.5-million-tonnes-per-year LNG production train for our APLNG coal seam gas to LNG project. In addition, APLNG signed project financing agreements during the second quarter of 2012, which are subject to certain conditions precedent. APLNG expects to begin drawing on the financing in the fourth quarter of 2012. LNG exports from the second train are expected to commence in early 2016 under binding sales agreements to Sinopec and Kansai. Upon sanctioning of the second train in July and in conjunction with the LNG sales agreement, Sinopec subscribed for additional shares in APLNG, which increased its equity interest from 15 percent to 25 percent. As a result, on July 12, 2012, both our ownership interest and Origin Energy’s ownership interest diluted from 42.5 percent to 37.5 percent. This reduction, along with project financing, lowers our future capital requirements to fund the APLNG Project. We expect to record a loss of approximately $135 million after-tax from the dilution in the third quarter of 2012.

10

Loans and Long-Term Receivables

As part of our normal ongoing business operations and consistent with industry practice, we enter into numerous agreements with other parties to pursue business opportunities. Included in such activity are loans made to certain affiliated and non-affiliated companies. Significant loans to affiliated companies at June 30, 2012, included the following:

• $592 million in loan financing to Freeport LNG.

• $1,131 million in project financing to Qatar Liquefied Gas Company Limited (3) (QG3).

The long-term portion of these loans is included in the “Loans and advances—related parties” line on our consolidated balance sheet, while the short-term portion is in “Accounts and notes receivable—related parties.”

Long-term receivables from non-affiliated companies are included in the “Investments and long-term receivables” line on our consolidated balance sheet, while the short-term portion related to non-affiliate loans is in “Accounts and notes receivable.”

Note 7—Suspended Wells

The capitalized cost of suspended wells at June 30, 2012, was $1,057 million, an increase of $20 million from $1,037 million at year-end 2011. For the category of exploratory well costs capitalized for a period greater than one year as of December 31, 2011, no wells were charged to dry hole expense during the first six months of 2012.

Note 8—Impairments

During the three- and six-month periods of 2012 and 2011, we recognized before-tax impairment charges within the following segments:

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Canada	$	—		—		213		—
Europe		78		—		79		—
Asia Pacific and Middle East		4		—		4		—
	$	82		—		296		—

The three- and six-month periods of 2012 included a $78 million impairment in our Europe segment, primarily due to an increase in the asset retirement obligation for the Don Field in the United Kingdom, which has ceased production. Additionally, the six-month period of 2012 included a $213 million property impairment in our Canada segment for the carrying value of capitalized project development costs associated with our Mackenzie Gas Project. Advancement of the project was suspended indefinitely in the first quarter of 2012 due to a continued decline in market conditions and the lack of acceptable commercial terms. We also recorded a $481 million impairment for the undeveloped leasehold costs associated with the project, which was included in the “Exploration expenses” line on our consolidated income statement. See Note 20—Segment Disclosures and Related Information, for additional information on our segments.

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Note 9—Debt

In May 2012, we decreased our total revolving credit facilities from $8.0 billion to $7.5 billion by terminating all commitments under the $500 million credit facility which was due to expire in July 2012.

We have two commercial paper programs supported by our $7.5 billion revolving credit facility: the ConocoPhillips $6.35 billion program, primarily a funding source for short-term working capital needs, and the ConocoPhillips Qatar Funding Ltd. $1.15 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. Commercial paper maturities are generally limited to 90 days.

At both June 30, 2012, and December 31, 2011, we had no direct outstanding borrowings under our revolving credit facilities, with no letters of credit issued as of June 30, 2012, and $40 million as of December 31, 2011. In addition, under the two commercial paper programs, there was $1,929 million of commercial paper outstanding at June 30, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,929 million of commercial paper outstanding and had issued no letters of credit, we had access to $5.6 billion in borrowing capacity under our revolving credit facilities at June 30, 2012.

At June 30, 2012, we classified $1,011 million of short-term debt as long-term debt, based on our ability and intent to refinance the obligation on a long-term basis under our revolving credit facilities. In July 2012, irrevocable early redemption notices were issued for settlement with respect to $1.5 billion of outstanding bonds. Accordingly, those bonds with due dates beyond one year were classified as short-term debt on our consolidated balance sheet as of June 30, 2012. Upon settlement in the third quarter of 2012, a before-tax loss on the redemption of approximately $75 million is expected, consisting of a make-whole premium and unamortized issuance costs.

Note 10—Joint Venture Acquisition Obligation

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL Partnership. Quarterly principal and interest payments of $237 million began in the second quarter of 2007, and will continue until the balance is paid. Of the principal obligation amount, approximately $752 million was short-term and was included in the “Accounts payable—related parties” line on our June 30, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $361 million in the first six months of 2012, is included in the “Other” line in the financing activities section on our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

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Note 11—Noncontrolling Interests

Activity attributable to common stockholders’ equity and noncontrolling interests for the first six months of 2012 and 2011 was as follows:

	Millions of Dollars
	2012									2011
	Common Stockholders’ Equity			Non- Controlling Interest			Total Equity			Common Stockholders’ Equity*			Non- Controlling Interest			Total Equity*
Balance at January 1	$	65,239			510			65,749			68,577			547			69,124
Net income		5,204			40			5,244			6,430			31			6,461
Dividends		(1,661	)		—			(1,661	)		(1,861	)		—			(1,861	)
Repurchase of company common stock		(4,949	)		—			(4,949	)		(4,785	)		—			(4,785	)
Distributions to noncontrolling interests		—			(47	)		(47	)		—			(59	)		(59	)
Separation of Downstream business		(18,641	)		(31	)		(18,672	)		—			—			—
Other changes, net**		779			—			779			1,713			—			1,713
Balance at June 30	$	45,971			472			46,443			70,074			519			70,593

*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income.

**Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

Income from continuing operations and discontinued operations attributable to ConocoPhillips for the three- and six-month periods of 2012 and 2011 were as follows:

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Income from continuing operations	$	1,733	2,284		3,958	4,588
Income from discontinued operations		534	1,118		1,246	1,842
Net Income	$	2,267	3,402		5,204	6,430

Note 12—Guarantees

At June 30, 2012, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability, at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.

Construction Completion Guarantee

At June 30, 2012, we have guaranteed the performance of APLNG with regard to a construction contract executed in connection with APLNG’s issuance of the Train 1 Notice to Proceed. Our maximum potential amount of future payments related to this guarantee is approximately $200 million at June 2012 exchange rates based on our 42.5 percent ownership in APLNG and would become payable if APLNG cancels the applicable construction contract and does not perform with respect to the amounts owed to the contractor. See below for additional guarantees of APLNG’s performance.

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Guarantees of Joint Venture Debt

At June 30, 2012, we had guarantees outstanding for our portion of joint venture debt obligations, which have terms of up to 24 years. The maximum potential amount of future payments under the guarantees is approximately $60 million. Payment would be required if a joint venture defaults on its debt obligations.

Other Guarantees

• In conjunction with our purchase of a 50 percent ownership interest in APLNG from Origin Energy in October 2008, we agreed to participate, if and when requested, in any parent company guarantees that were outstanding at the time we purchased our interest in APLNG. These parent company guarantees cover the obligation of APLNG to deliver natural gas under several sales agreements with remaining terms of 4 to 19 years. Our maximum potential amount of future payments, or cost of volume delivery, under these guarantees is estimated to be $1,268 million ($2,836 million in the event of intentional or reckless breach) at June 2012 exchange rates based on our 42.5 percent share of the remaining contracted volumes, which could become payable if APLNG fails to meet its obligations under these agreements and the obligations cannot otherwise be mitigated. Future payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered if APLNG does not have enough natural gas to meet these sales commitments and if the co-venturers do not make necessary equity contributions into APLNG. Additionally, we have guaranteed the performance of APLNG with regard to certain contracts executed in connection with APLNG’s issuance of the Train 1 Notice to Proceed. Our maximum potential amount of future payments related to these guarantees is approximately $80 million at June 2012 exchange rates based on our 42.5 percent ownership in APLNG and would become payable if APLNG does not perform.

• We have other guarantees with maximum future potential payment amounts totaling approximately $330 million, which consist primarily of a guarantee to fund the short-term cash liquidity deficit of a joint venture, a guarantee of minimum charter revenue for an LNG vessel, one small construction completion guarantee, guarantees of the lease payment obligations of a joint venture, guarantees of the residual value of leased corporate aircraft, and guarantees of the performance of a business partner or some of its customers. These guarantees generally extend up to 12 years or life of the venture.

Indemnifications

Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these sales include indemnifications for taxes, environmental liabilities, permits and licenses, employee claims, real estate indemnity against tenant defaults, and litigation. The terms of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, the term is generally indefinite and the maximum amount of future payments is generally unlimited. The carrying amount recorded for these indemnifications at June 30, 2012, was approximately $80 million. We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information the liability is essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were approximately $60 million of environmental accruals for known contamination that are included in asset retirement obligations and accrued environmental costs at June 30, 2012. For additional information about environmental liabilities, see Note 13—Contingencies and Commitments.

In connection with the separation of the Downstream business, the Company entered into an Indemnification and Release Agreement with Phillips 66, see Note 2—Separation of Downstream Business. This agreement provides for cross-indemnities between Phillips 66 and ConocoPhillips and established procedures for handling claims subject to indemnification and related matters. We evaluated the impact of the indemnifications given and the Phillips 66 indemnifications received as of the separation date and concluded those fair values were immaterial.

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Note 13—Contingencies and Commitments

A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, we are usually only one of many companies cited at a particular site. Due to the joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnifications made by others for our benefit and some of the indemnifications are subject to dollar and time limits.

We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except in respect of sites acquired in a purchase business combination,

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which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At June 30, 2012, our balance sheet included a total environmental accrual of $440 million, compared with $922 million at December 31, 2011. A significant portion of our environmental contingencies at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Legal Proceedings

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, are required.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at June 30, 2012, we had performance obligations secured by letters of credit of $1,035 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business.

In 2007, we announced we had been unable to reach agreement with respect to our migration to an empresa mixta structure mandated by the Venezuelan government’s Nationalization Decree. As a result, Venezuela’s national oil company, Petróleos de Venezuela S.A. (PDVSA), or its affiliates, directly assumed control over ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures and the offshore Corocoro development project. In response to this expropriation, we filed a request for international arbitration on November 2, 2007, with the World Bank’s International Centre for Settlement of Investment Disputes (ICSID). An arbitration hearing was held before an ICSID tribunal during the summer of 2010, and we are currently awaiting an interim decision on key legal and factual issues. A different arbitration hearing was held in January 2012 with the International Chamber of Commerce on ConocoPhillips’ separate claims against PDVSA for certain breaches of their Association Agreements prior to the expropriation. The arbitration process is ongoing.

In 2008, Burlington Resources, Inc., a wholly owned subsidiary of ConocoPhillips, initiated arbitration before ICSID against The Republic of Ecuador, as a result of the newly enacted Windfall Profits Tax Law and government-mandated renegotiation of our production sharing contracts. Despite a restraining order issued by ICSID, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the illegally seized crude oil. In 2009, Ecuador took over operations in Blocks 7 and 21, fully expropriating our assets. In June 2010, the ICSID tribunal concluded it has jurisdiction to hear the expropriation claim. An arbitration hearing on case merits occurred in March 2011, and we are awaiting a decision. On April 24, 2012, Ecuador filed a revised supplemental counterclaim asserting environmental damages, which we believe are not material. The arbitration process is ongoing.

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Note 14—Derivative and Financial Instruments

Derivative Instruments

We use derivative instruments to manage our exposure to cash flow variability from commodity price risk. We occasionally use derivatives to capture market opportunities based on our industry knowledge. Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and natural gas liquids.

Our derivative instruments are held at fair value on our consolidated balance sheet. Where these balances have the right of setoff, they are presented net. Related cash flows are recorded as operating activities on the consolidated statement of cash flows. On the consolidated income statement, realized and unrealized gains and losses are recognized either on a gross basis if directly related to our physical business or a net basis if held for trading. Gains and losses related to contracts that meet and are designated with the normal purchase normal sale exception are recognized upon settlement. We generally apply this exception to eligible crude contracts. We do not use hedge accounting for our commodity derivatives.

The following table presents the gross fair values of our commodity derivatives, excluding collateral, and the line items where they would appear on our consolidated balance sheet:

	Millions of Dollars
	June 30 2012		December 31 2011
Assets
Prepaid expenses and other current assets	$	3,074		4,433
Other assets		332		415
Liabilities
Other accruals		3,061		4,350
Other liabilities and deferred credits		362		374

The gains (losses) from commodity derivatives incurred, and the line items where they appear on our consolidated income statement were:

	Millions of Dollars
	Three Months Ended June  30					Six Months Ended June  30
		2012		2011			2012		2011
Sales and other operating revenues	$	583		286			17		(131	)
Other income		1		—			(5	)	4
Purchased commodities		(619	)	(286	)		(58	)	130

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The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts.

	Open Position Long/(Short)
	June 30			December 31
		2012			2011
Commodity
Crude oil, refined products and natural gas liquids (millions of barrels)		(1	)		(13	)
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(32	)		(57	)
Basis		200			(25	)

Financial Instruments

We have certain financial instruments on the consolidated balance sheet related to interest bearing time deposits and commercial paper. These held-to-maturity financial instruments are included in “Cash and cash equivalents” on our consolidated balance sheet if the maturities at the time we made the investments were 90 days or less; otherwise, these investments are included in “Short-term investments” on our consolidated balance sheet. These balances consisted of the following:

	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents				Short-Term Investments
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Cash	$	641		1,169		—		—
Time Deposits
Remaining maturities from 1 to 90 days		403		4,318		—		349
Commercial Paper
Remaining maturities from 1 to 90 days		—		293		—		232
	$	1,044		5,780		—		581

In conjunction with the separation of our Downstream business, we received a special cash distribution from Phillips 66 of $7,818 million. See Note 2—Separation of Downstream Business, for additional information. At June 30, 2012, the unused amount of the special cash distribution was $5,000 million and is designated as “Restricted cash” on our consolidated balance sheet. At June 30, 2012, the funds in the restricted cash account were invested in U.S. Treasury Bills ($2,650 million), money market funds ($2,200 million) and cash ($150 million), all with maturities within 90 days from June 30, 2012.

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Credit Risk

Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, over-the-counter (OTC) derivative contracts and trade receivables. Our cash equivalents and short-term investments are placed in high-quality commercial paper, money market funds, government debt securities and time deposits with major international banks and financial institutions.

The credit risk from our OTC derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction. Individual counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins or letters of credit when appropriate, thereby reducing the risk of significant nonperformance. We also use futures, swaps and option contracts that have a negligible credit risk because these trades are cleared with an exchange clearinghouse and subject to mandatory margin requirements until settled; however, we are exposed to the credit and performance risk of those exchange brokers for receivables arising from daily margin cash calls, as well as for cash deposited to meet initial margin requirements.

Our trade receivables result primarily from our petroleum operations and reflect a broad national and international customer base, which limits our exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less, and we continually monitor this exposure and the creditworthiness of the counterparties. We do not generally require collateral to limit the exposure to loss; however, we will sometimes use letters of credit, prepayments and master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to us, as these agreements permit the amounts owed by us or owed to others to be offset against amounts due us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also permit us to post letters of credit as collateral.

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on June 30, 2012, and December 31, 2011, was $238 million and $237 million, respectively. No collateral was posted for June 30, 2012, and $3 million was posted for December 31, 2011. If our credit rating was lowered one level from its “A” rating (per Standard and Poor’s) on June 30, 2012, we would be required to post no additional collateral to our counterparties. If we were downgraded below investment grade, we would be required to post $238 million of additional collateral, either with cash or letters of credit.

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Note 15—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value that are measured at a reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the following hierarchy:

• Level 1: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are directly or indirectly observable.

• Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. Transfers occur at the end of the reporting period. There were no material transfers in or out of Level 1.

Recurring Fair Value Measurement

Financial assets and liabilities reported at fair value on a recurring basis primarily include derivative instruments and certain investments to support nonqualified deferred compensation plans. The deferred compensation investments are measured at fair value using unadjusted prices available from national securities exchanges; therefore, these assets are categorized as Level 1 in the fair value hierarchy. Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange. Level 2 derivative assets and liabilities primarily represent OTC swaps, options and forward purchase and sale contracts that are valued using adjusted exchange prices, prices provided by brokers or pricing service companies that are all corroborated by market data. Level 3 derivative assets and liabilities consist of OTC swaps, options and forward purchase and sale contracts that are long term in nature and where a significant portion of fair value is calculated from underlying market data that is not readily available. The derived value uses industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value. As reflected in the table below, Level 3 activity was not material.

The following table summarizes the fair value hierarchy for gross financial assets and liabilities (i.e., unadjusted where the right of setoff exists for commodity derivatives accounted for at fair value on a recurring basis):

	Millions of Dollars
	June 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Deferred compensation investments	$	304		—		—		304		336		—		—		336
Commodity derivatives		2,028		1,336		40		3,404		2,807		1,947		72		4,826
Total assets	$	2,332		1,336		40		3,708		3,143		1,947		72		5,162
Liabilities
Commodity derivatives	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702
Total liabilities	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702

Non-Recurring Fair Value Measurement

There were no significant non-recurring fair value measurements as of June 30, 2012.

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Reported Fair Value of Financial Instruments

The following are the valuation techniques and methods used to estimate the fair value of financial assets and liabilities reported on the balance sheet:

• Cash and cash equivalents, restricted cash and short-term investments: The carrying amount reported on the balance sheet approximates fair value.

• Accounts and notes receivable (including long-term and related parties): The carrying amount reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of fixed-rate related party loans is consistent with Loans and advances—related parties.

• Loans and advances—related parties: The carrying amount of floating-rate loans approximates fair value. The fair value of fixed-rate loan activity is measured using market observable data and is categorized as Level 2 in the fair value hierarchy. See Note 6—Investments, Loans and Long-Term Receivables, for additional information.

• Accounts payable (including related parties) and floating-rate debt: The carrying amount of accounts payable and floating-rate debt reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of the joint venture acquisition obligation is consistent with the methodology below.

• Fixed-rate debt: The estimated fair value of fixed-rate debt is measured using prices available from a pricing service that is corroborated by market data; therefore, these liabilities are categorized as Level 2 in the fair value hierarchy.

• Joint venture acquisition obligation—related party: Fair value is estimated based on the net present value of the future cash flows as a Level 2 fair value, discounted at June 30, 2012, and December 31, 2011, effective yield rates of 1.04 percent and 1.24 percent, respectively, based on yields of U.S. Treasury securities of similar average duration adjusted for our average credit risk spread and the amortizing nature of the obligation principal. See Note 10—Joint Venture Acquisition Obligation, for additional information.

The following table summarizes the net fair value of financial instruments (i.e., adjusted where the right of setoff exists for commodity derivatives):

	Millions of Dollars
	Carrying Amount				Fair Value
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Financial assets
Deferred compensation investments	$	304		336		304		336
Commodity derivatives		489		814		489		814
Total loans and advances—related parties		1,741		1,793		1,941		1,994
Financial liabilities
Total debt, excluding capital leases		22,992		22,592		27,667		27,065
Total joint venture acquisition obligation		3,953		4,314		4,394		4,820
Commodity derivatives		332		446		332		446

At June 30, 2012, commodity derivative assets and liabilities appear net of $28 million of obligations to return cash collateral and $202 million of rights to reclaim cash collateral, respectively. At December 31, 2011, commodity derivative assets and liabilities appear net of no obligations to return cash collateral and $244 million of rights to reclaim cash collateral.

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Note 16—Accumulated Other Comprehensive Income

Accumulated other comprehensive income in the equity section of the balance sheet included:

	Millions of Dollars
	Defined Benefit Plans			Net Unrealized Gain on Securities		Foreign Currency Translation			Hedging			Accumulated Other Comprehensive Income
December 31, 2011*	$	(1,971	)		—		5,223			(6	)		3,246
Other comprehensive income		76			1		334			6			417
Separation of Downstream business		683			—		(469	)		—			214
June 30, 2012	$	(1,212	)		1		5,088			—			3,877

*The beginning balance of retained earnings has been restated primarily to reflect certain intercompany loans as permanently invested in 2004 and prior periods, which resulted in a $160 million increase in Foreign Currency Translation and Accumulated Other Comprehensive Income, a $15 million decrease to Total Liabilities, and a $145 million reduction in Retained Earnings. The impact on net income and earnings per share was deminimis for the three- and six-month periods ended June 30, 2012 and 2011.

There were no items within accumulated other comprehensive income related to noncontrolling interests.

Note 17—Cash Flow Information

	Millions of Dollars
	Six Months Ended June 30
	2012			2011
Cash Payments
Interest	$	383			488
Income taxes		4,696			5,348
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(497	)		(4,562	)
Short-term investments sold		1,094			2,968
	$	597			(1,594	)

22

Note 18—Employee Benefit Plans

In connection with the separation of the Downstream business, ConocoPhillips entered into an Employee Matters Agreement with Phillips 66, see Note 2—Separation of Downstream Business, which provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. Upon separation, the ConocoPhillips Pension Plan transferred assets and obligations to the Phillips 66 Pension Plan resulting in a net decrease in sponsored pension plan obligations of $1,098 million, a corresponding decrease in deferred income taxes of $335 million and a decrease in other comprehensive income of $570 million.

Pension and Postretirement Plans

	Millions of Dollars
	Pension Benefits												Other Benefits
	2012						2011						2012			2011
	U.S.			Int’l.			U.S.			Int’l.
Components of Net Periodic Benefit Cost
Three Months Ended June 30
Service cost	$	42			22			49			25			2			2
Interest cost		48			38			61			44			8			11
Expected return on plan assets		(56	)		(40	)		(70	)		(44	)		—			—
Amortization of prior service cost		2			(2	)		3			—			(1	)		(2	)
Recognized net actuarial (gain) loss		45			15			41			12			—			(2	)
Net periodic benefit costs	$	81			33			84			37			9			9
Six Months Ended June 30
Service cost	$	100			50			113			49			4			5
Interest cost		111			81			123			88			18			21
Expected return on plan assets		(130	)		(83	)		(140	)		(87	)		—			—
Amortization of prior service cost		4			(4	)		5			—			(2	)		(4	)
Recognized net actuarial (gain) loss		104			33			82			23			(1	)		(3	)
Net periodic benefit costs	$	189			77			183			73			19			19

During the first six months of 2012, we contributed $167 million to our domestic benefit plans and $103 million to our international benefit plans. In 2012, we expect to contribute approximately $540 million to our domestic qualified and nonqualified pension and postretirement benefit plans and $210 million to our international qualified and nonqualified pension and postretirement benefit plans.

In addition, pursuant to the Employee Matters Agreement we made certain adjustments to the exercise price and number of our stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Outstanding options to purchase common shares of ConocoPhillips stock that were exercisable prior to the separation were adjusted so the holders of those options would then hold options to purchase common shares of both ConocoPhillips and Phillips 66 stock. Nonexercisable stock options were converted to those of the entity where the employee is working post-separation. In addition, former employee holders and a specified group of holders of stock options and restricted stock units who retired or terminated employment upon or shortly after the separation, received both adjusted ConocoPhillips awards and Phillips 66 awards. ConocoPhillips restricted stock and performance share units awarded for completed performance periods under the Performance Share Program, as well as restricted stock units held by current or former directors, were adjusted to provide holders one restricted share or restricted stock unit of Phillips 66 for every two restricted shares or restricted stock units of ConocoPhillips. Each employee holder of restricted stock and restricted stock units awarded under all other programs were adjusted to provide holders restricted shares or restricted stock units in the company that employs such employee following the separation. Adjustments to our stock-based compensation awards did not have a material impact on compensation expense.

23

Note 19—Related Party Transactions

Significant transactions with related parties were:

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Operating revenues and other income	$	11	23		35	31
Purchases		93	579		254	950
Operating expenses and selling, general and administrative expenses		41	74		81	149
Net interest expense*		10	16		22	32

* We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

Note 20—Segment Disclosures and Related Information

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. We manage our operations through six operating segments, which are defined by geographic region: Alaska, Lower 48 and Latin America, Canada, Europe, Asia Pacific and Middle East, and Other International. This is a change in our reportable segments, and, as a result, all prior periods presented have been restated.

On April 30, 2012, our Downstream business was separated into a stand-alone, publicly traded corporation, Phillips 66, and has been reported as discontinued operations in all periods presented. Commodity sales to Phillips 66, which were previously eliminated in consolidation prior to the separation, are now reported as third-party sales. For additional information, see Note 2—Separation of Downstream Business.

Our LUKOIL Investment represents our prior investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We completed the divestiture of our entire interest in LUKOIL in the first quarter of 2011.

Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, ongoing costs associated with the separation and certain technology activities, net of licensing revenues. Corporate assets include all cash and cash equivalents, short-term investments and restricted cash.

We evaluate performance and allocate resources based on net income attributable to ConocoPhillips. Intersegment sales are at prices that approximate market.

24

Analysis of Results by Operating Segment

	Millions of Dollars
	Three Months Ended June  30						Six Months Ended June  30
	2012			2011			2012			2011
Sales and Other Operating Revenues
Alaska	$	2,393			2,632			5,130			4,917
Lower 48 and Latin America		4,172			5,977			9,303			11,625
Intersegment eliminations		(41	)		(78	)		(156	)		(164	)
Lower 48 and Latin America		4,131			5,899			9,147			11,461
Canada		1,074			1,509			2,292			3,086
Intersegment eliminations		(77	)		(233	)		(213	)		(528	)
Canada		997			1,276			2,079			2,558
Europe		3,926			4,565			7,528			8,379
Intersegment eliminations		—			—			(72	)		(50	)
Europe		3,926			4,565			7,456			8,329
Asia Pacific and Middle East		1,634			2,330			3,530			4,579
Other International		895			440			1,596			1,043
LUKOIL Investment		—			—			—			—
Corporate and Other		12			34			34			69
Consolidated sales and other operating revenues	$	13,988			17,176			28,972			32,956
Net Income Attributable to ConocoPhillips
Alaska	$	551			492			1,171			1,056
Lower 48 and Latin America		119			337			374			662
Canada		(94	)		101			(643	)		128
Europe		669			533			1,058			999
Asia Pacific and Middle East		772			956			2,510			1,819
Other International		(19	)		79			67			198
LUKOIL Investment		—			—			—			239
Corporate and Other		(265	)		(214	)		(579	)		(513	)
Discontinued operations		534			1,118			1,246			1,842
Consolidated net income attributable to ConocoPhillips	$	2,267			3,402			5,204			6,430

	Millions of Dollars
		June 30 2012	December 31 2011
Total Assets
Alaska	$	11,002	10,723
Lower 48 and Latin America		27,413	25,872
Canada		20,982	20,847
Europe		13,035	12,452
Asia Pacific and Middle East		23,328	22,374
Other International		9,775	9,070
LUKOIL Investment		—	—
Corporate and Other		8,473	8,485
Discontinued operations		—	43,407
Consolidated total assets	$	114,008	153,230

25

Note 21—Income Taxes

Our effective tax rate from continuing operations for the second quarter of 2012 was 57 percent compared with 49 percent for the second quarter of 2011. The increase was primarily due to a larger proportion of income in higher tax rate jurisdictions in 2012.

Our effective tax rate from continuing operations for the first six months of 2012 was 53 percent compared with 50 percent for the first six months of 2011. The increase was primarily due to a larger proportion of income in higher tax rate jurisdictions and asset impairments in 2012, partially offset by gains on asset dispositions in 2012.

For both the second quarter and the first six months of 2012, the effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

In the United Kingdom, legislation was enacted on July 17, 2012, restricting corporate tax relief on decommissioning costs to 50 percent, retroactively effective from March 21, 2012. We anticipate our third quarter 2012 earnings will be reduced by approximately $175 million due to the remeasurement of deferred tax balances.

26

Supplementary Information—Condensed Consolidating Financial Information

We have various cross guarantees among ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I and ConocoPhillips Canada Funding Company II are indirect, 100 percent owned subsidiaries of ConocoPhillips Company. ConocoPhillips and ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to their publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:

• ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).

• All other nonguarantor subsidiaries of ConocoPhillips.

• The consolidating adjustments necessary to present ConocoPhillips’ results on a consolidated basis.

This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.

27

	Millions of Dollars
	Three Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			4,277		—		—			—			9,711			—			13,988
Equity in earnings of affiliates		2,103			2,467		—		—			—			570			(4,611	)		529
Gain on dispositions		—			—		—		—			—			583			—			583
Other income		—			24		—		—			—			42			—			66
Intercompany revenues		18			245		12		23			9			1,615			(1,922	)		—
Total Revenues and Other Income		2,121			7,013		12		23			9			12,521			(6,533	)		15,166
Costs and Expenses
Purchased commodities		—			3,767		—		—			—			3,287			(1,296	)		5,758
Production and operating expenses		—			337		—		—			—			1,550			(4	)		1,883
Selling, general and administrative expenses		3			167		—		—			—			66			(1	)		235
Exploration expenses		—			96		—		—			—			174			—			270
Depreciation, depletion and amortization		—			204		—		—			—			1,422			—			1,626
Impairments		—			—		—		—			—			82			—			82
Taxes other than income taxes		—			68		—		—			—			838			—			906
Accretion on discounted liabilities		—			13		—		—			—			92			—			105
Interest and debt expense		586			90		11		20			8			103			(621	)		197
Foreign currency transaction (gains) losses		(2	)		54		—		(23	)		(15	)		1			—			15
Total Costs and Expenses		587			4,796		11		(3	)		(7	)		7,615			(1,922	)		11,077
Income from continuing operations before income taxes		1,534			2,217		1		26			16			4,906			(4,611	)		4,089
Provision for income taxes		(199	)		114		1		—			1			2,417			—			2,334
Income From Continuing Operations		1,733			2,103		—		26			15			2,489			(4,611	)		1,755
Income from discontinued operations		534			534		—		—			—			280			(814	)		534
Net income		2,267			2,637		—		26			15			2,769			(5,425	)		2,289
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(22	)		—			(22	)
Net Income Attributable to ConocoPhillips	$	2,267			2,637		—		26			15			2,747			(5,425	)		2,267
Comprehensive Income Attributable to ConocoPhillips	$	2,276			3,168		—		(2	)		4			1,777			(5,425	)		1,798
Income Statement	Three Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			5,337		—		—			—			11,839			—			17,176
Equity in earnings of affiliates		2,524			2,208		—		—			—			353			(4,710	)		375
Gain on dispositions		—			—		—		—			—			35			—			35
Other income		—			38		—		—			—			44			—			82
Intercompany revenues		1			566		12		23			8			428			(1,038	)		—
Total Revenues and Other Income		2,525			8,149		12		23			8			12,699			(5,748	)		17,668
Costs and Expenses
Purchased commodities		—			4,558		—		—			—			3,737			(614	)		7,681
Production and operating expenses		—			273		—		—			—			1,335			(13	)		1,595
Selling, general and administrative expenses		4			137		—		—			—			63			(1	)		203
Exploration expenses		—			72		—		—			—			192			—			264
Depreciation, depletion and amortization		—			219		—		—			—			1,627			—			1,846
Taxes other than income taxes		—			73		—		—			—			1,125			—			1,198
Accretion on discounted liabilities		—			11		—		—			—			96			—			107
Interest and debt expense		367			118		11		20			8			128			(410	)		242
Foreign currency transaction (gains) losses		—			1		—		19			11			(13	)		—			18
Total Costs and Expenses		371			5,462		11		39			19			8,290			(1,038	)		13,154
Income from continuing operations before income taxes		2,154			2,687		1		(16	)		(11	)		4,409			(4,710	)		4,514
Provision for income taxes		(129	)		163		1		(2	)		(2	)		2,183			—			2,214
Income (Loss) from Continuing Operations		2,283			2,524		—		(14	)		(9	)		2,226			(4,710	)		2,300
Income from discontinued operations		1,119			1,119		—		—			—			994			(2,113	)		1,119
Net income (loss)		3,402			3,643		—		(14	)		(9	)		3,220			(6,823	)		3,419
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(17	)		—			(17	)
Net Income (Loss) Attributable to ConocoPhillips	$	3,402			3,643		—		(14	)		(9	)		3,203			(6,823	)		3,402
Comprehensive Income Attributable to ConocoPhillips	$	3,402			3,677		—		(4	)		(5	)		3,733			(6,823	)		3,980

28

	Millions of Dollars
	Six Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			8,569			—		—			—			20,403			—			28,972
Equity in earnings of affiliates		4,679			5,230			—		—			—			1,028			(9,922	)		1,015
Gain on dispositions		—			—			—		—			—			1,523			—			1,523
Other income		1			55			—		—			—			70			—			126
Intercompany revenues		19			685			23		45			17			2,440			(3,229	)		—
Total Revenues and Other Income		4,699			14,539			23		45			17			25,464			(13,151	)		31,636
Costs and Expenses
Purchased commodities		—			7,574			—		—			—			6,304			(2,000	)		11,878
Production and operating expenses		—			604			—		—			—			2,936			(19	)		3,521
Selling, general and administrative expenses		8			430			—		—			—			133			(9	)		562
Exploration expenses		—			186			—		—			—			763			—			949
Depreciation, depletion and amortization		—			408			—		—			—			2,841			—			3,249
Impairments		—			—			—		—			—			296			—			296
Taxes other than income taxes		—			150			—		—			—			1,857			—			2,007
Accretion on discounted liabilities		—			26			—		—			—			186			—			212
Interest and debt expense		1,126			171			21		39			16			215			(1,201	)		387
Foreign currency transaction (gains) losses		(2	)		26			—		(12	)		1			6			—			19
Total Costs and Expenses		1,132			9,575			21		27			17			15,537			(3,229	)		23,080
Income from continuing operations before income taxes		3,567			4,964			2		18			—			9,927			(9,922	)		8,556
Provision for income taxes		(389	)		285			1		6			—			4,657			—			4,560
Income From Continuing Operations		3,956			4,679			1		12			—			5,270			(9,922	)		3,996
Income from discontinued operations		1,248			1,248			—		—			—			995			(2,243	)		1,248
Net income		5,204			5,927			1		12			—			6,265			(12,165	)		5,244
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(40	)		—			(40	)
Net Income Attributable to ConocoPhillips	$	5,204			5,927			1		12			—			6,225			(12,165	)		5,204
Comprehensive Income Attributable to ConocoPhillips	$	5,213			6,539			1		17			2			6,014			(12,165	)		5,621
Income Statement	Six Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			10,319			—		—			—			22,637			—			32,956
Equity in earnings of affiliates		5,034			4,808			—		—			—			639			(9,780	)		701
Gain on dispositions		—			265			—		—			—			383			—			648
Other income		—			69			—		—			—			97			—			166
Intercompany revenues		2			881			23		46			17			1,166			(2,135	)		—
Total Revenues and Other Income		5,036			16,342			23		46			17			24,922			(11,915	)		34,471
Costs and Expenses
Purchased commodities		—			9,070			—		—			—			6,893			(1,324	)		14,639
Production and operating expenses		—			562			—		—			—			2,666			(54	)		3,174
Selling, general and administrative expenses		9			317			—		—			—			133			(8	)		451
Exploration expenses		—			126			—		—			—			314			—			440
Depreciation, depletion and amortization		—			444			—		—			—			3,250			—			3,694
Taxes other than income taxes		—			160			—		—			—			1,922			—			2,082
Accretion on discounted liabilities		—			23			—		—			—			189			—			212
Interest and debt expense		682			237			21		39			16			253			(749	)		499
Foreign currency transaction (gains) losses		—			(16	)		—		56			8			(23	)		—			25
Total Costs and Expenses		691			10,923			21		95			24			15,597			(2,135	)		25,216
Income from continuing operations before income taxes		4,345			5,419			2		(49	)		(7	)		9,325			(9,780	)		9,255
Provision for income taxes		(241	)		385			1		(1	)		8			4,486			—			4,638
Income (Loss) From Continuing Operations		4,586			5,034			1		(48	)		(15	)		4,839			(9,780	)		4,617
Income from discontinued operations		1,844			1,844			—		—			—			1,399			(3,243	)		1,844
Net income (loss)		6,430			6,878			1		(48	)		(15	)		6,238			(13,023	)		6,461
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(31	)		—			(31	)
Net Income (Loss) Attributable to ConocoPhillips	$	6,430			6,878			1		(48	)		(15	)		6,207			(13,023	)		6,430
Comprehensive Income Attributable to ConocoPhillips	$	6,430			6,971			1		1			5			7,397			(13,023	)		7,782

29

	Millions of Dollars
	June 30, 2012
Balance Sheet	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Cash and cash equivalents	$	—			12		3		44			1			984		—			1,044
Restricted cash		5,000			—		—		—			—			—		—			5,000
Accounts and notes receivable		68			6,262		—		—			—			12,332		(10,943	)		7,719
Inventories		—			196		—		—			—			982		—			1,178
Prepaid expenses and other current assets		20			1,318		—		1			—			1,147		(515	)		1,971
Total Current Assets		5,088			7,788		3		45			1			15,445		(11,458	)		16,912
Investments, loans and long-term receivables*		76,771			117,652		760		1,422			568			44,923		(217,127	)		24,969
Net properties, plants and equipment		—			8,416		—		—			—			62,811		—			71,227
Intangibles		—			9		—		—			—			2		—			11
Other assets		62			206		—		2			3			616		—			889
Total Assets	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Liabilities and Stockholders’ Equity
Accounts payable	$	—			14,521		—		—			—			5,494		(10,919	)		9,096
Short-term debt		3,222			4		750		—			—			203		—			4,179
Accrued income and other taxes		—			315		—		4			—			3,039		(539	)		2,819
Employee benefit obligations		—			417		—		—			—			177		—			594
Other accruals		244			259		9		15			6			1,139		—			1,672
Total Current Liabilities		3,466			15,516		759		19			6			10,052		(11,458	)		18,360
Long-term debt		9,453			3,220		—		1,250			499			4,407		—			18,829
Asset retirement obligations and accrued environmental costs		—			1,235		—		—			—			6,989		—			8,224
Joint venture acquisition obligation		—			—		—		—			—			3,201		—			3,201
Deferred income taxes		55			274		—		15			9			13,245		—			13,598
Employee benefit obligations		—			2,164		—		—			—			709		—			2,873
Other liabilities and deferred credits*		29,629			24,887		—		92			30			16,519		(68,677	)		2,480
Total Liabilities		42,603			47,296		759		1,376			544			55,122		(80,135	)		67,565
Retained earnings		27,378			20,276		2		(58	)		(55	)		29,920		(43,707	)		33,756
Other common stockholders’ equity		11,940			66,499		2		151			83			38,283		(104,743	)		12,215
Noncontrolling interests		—			—		—		—			—			472		—			472
Total Liabilities and Stockholders’ Equity	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Balance Sheet	December 31, 2011**
Assets
Cash and cash equivalents	$	—			2,028		1		37			1			3,713		—			5,780
Short-term investments		—			—		—		—			—			581		—			581
Accounts and notes receivable		60			9,186		—		—			—			20,898		(13,618	)		16,526
Inventories		—			2,239		—		—			—			2,392		—			4,631
Prepaid expenses and other current assets		22			1,090		—		1			—			1,587		—			2,700
Total Current Assets		82			14,543		1		38			1			29,171		(13,618	)		30,218
Investments, loans and long-term receivables*		96,284			135,618		760		1,417			565			59,651		(260,512	)		33,783
Net properties, plants and equipment		—			19,595		—		—			—			64,585		—			84,180
Goodwill		—			3,332		—		—			—			—		—			3,332
Intangibles		—			722		—		—			—			23		—			745
Other assets		64			301		—		2			3			602		—			972
Total Assets	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230
Liabilities and Stockholders’ Equity
Accounts payable	$	10			18,747		—		1			1			14,512		(13,618	)		19,653
Short-term debt		892			27		—		—			—			94		—			1,013
Accrued income and other taxes		—			315		—		2			—			3,903		—			4,220
Employee benefit obligations		—			835		—		—			—			276		—			1,111
Other accruals		244			634		9		14			6			1,164		—			2,071
Total Current Liabilities		1,146			20,558		9		17			7			19,949		(13,618	)		28,068
Long-term debt		10,951			3,599		749		1,250			498			4,563		—			21,610
Asset retirement obligations and accrued environmental costs		—			1,766		—		—			—			7,563		—			9,329
Joint venture acquisition obligation		—			—		—		—			—			3,582		—			3,582
Deferred income taxes		(5	)		3,982		—		11			9			14,043		—			18,040
Employee benefit obligations		—			3,092		—		—			—			976		—			4,068
Other liabilities and deferred credits*		25,959			40,479		—		104			29			20,047		(83,834	)		2,784
Total Liabilities		38,051			73,476		758		1,382			543			70,723		(97,452	)		87,481
Retained earnings		42,550			34,921		1		(70	)		(55	)		29,821		(58,119	)		49,049
Other common stockholders’ equity		15,829			65,714		2		145			81			52,978		(118,559	)		16,190
Noncontrolling interests		—			—		—		—			—			510		—			510
Total Liabilities and Stockholders’ Equity	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230

*Includes intercompany loans.

**Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

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	Millions of Dollars
	Six Months Ended June 30, 2012
Statement of Cash Flows	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash Flows From Operating Activities
Net cash provided by continuing operating activities	$	3,221			8,449			2		7			—			4,227			(9538	)		6,368
Net cash provided by (used in) discontinued operations		—			285			—		—			—			(121	)		—			164
Net Cash Provided by Operating Activities		3,221			8,734			2		7			—			4,106			(9,538	)		6,532
Cash Flows From Investing Activities
Capital expenditures and investments		(317	)		(5,217	)		—		—			—			(7,009	)		4,685			(7,858	)
Proceeds from asset dispositions		14			1			—		—			—			1,565			(14	)		1,566
Net purchases of short-term investments		—			—			—		—			—			597			—			597
Long-term advances/loans—related parties		—			—			—		—			—			(2,900	)		2,906			6
Collection of advances/loans—related parties		—			102			—		—			—			28			(82	)		48
Other		—			4			—		—			—			16			—			20
Net cash used in continuing investing activities		(303	)		(5,110	)		—		—			—			(7,703	)		7,495			(5,621	)
Net cash provided by (used in) discontinued operations		—			(232	)		—		—			—			8,028			(8,100	)		(304	)
Net Cash Provided by (Used in) Investing Activities		(303	)		(5,342	)		—		—			—			325			(605	)		(5,925	)
Cash Flows From Financing Activities
Issuance of debt		831			3,000			—		—			—			6			(3,006	)		831
Repayment of debt		—			(8,215	)		—		—			—			(113	)		8,281			(47	)
Special cash distribution from Phillips 66		7,818			—			—		—			—			—			—			7,818
Change in restricted cash		(5,000	)		—			—		—			—			—			—			(5,000	)
Issuance of company common stock		45			—			—		—			—			—			—			45
Repurchase of company common stock		(4,949	)		—			—		—			—			—			—			(4,949	)
Dividends paid on common stock		(1,661	)		—			—		—			—			(4,082	)		4,082			(1,661	)
Other		(2	)		41			—		—			—			(408	)		—			(369	)
Net cash used in continuing financing activities		(2,918	)		(5,174	)		—		—			—			(4,597	)		9,357			(3,332	)
Net cash used in discontinued operations		—			(227	)		—		—			—			(2,578	)		786			(2,019	)
Net Cash Used in Financing Activities		(2,918	)		(5,401	)		—		—			—			(7,175	)		10,143			(5,351	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(7	)		—		—			—			15			—			8
Net Change in Cash and Cash Equivalents		—			(2,016	)		2		7			—			(2,729	)		—			(4,736	)
Cash and cash equivalents at beginning of period		—			2,028			1		37			1			3,713			—			5,780
Cash and Cash Equivalents at End of Period	$	—			12			3		44			1			984			—			1,044
Statement of Cash Flows	Six Months Ended June 30, 2011
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$	6,548			(1,033	)		2		6			(6	)		3,671			(2,835	)		6,353
Net cash provided by (used in) discontinued operations		—			(162	)		—		—			—			2,031			(1	)		1,868
Net Cash Provided by (Used in) Operating Activities		6,548			(1,195	)		2		6			(6	)		5,702			(2,836	)		8,221
Cash Flows From Investing Activities
Capital expenditures and investments		—			(512	)		—		—			—			(4,877	)		(1	)		(5,390	)
Proceeds from asset dispositions		—			321			—		—			—			1,542			—			1,863
Net purchases of short-term investments					—			—		—			—			(1,594	)		—			(1,594	)
Long-term advances/loans—related parties		—			(14	)		—		(4	)		—			(2,077	)		2,092			(3	)
Collection of advances/loans—related parties		—			311			—		—			—			1,476			(1,737	)		50
Other		—			5			—		—			—			25			2			32
Net cash provided by (used in) continuing investing activities		—			111			—		(4	)		—			(5,505	)		356			(5,042	)
Net cash provided by (used in) discontinued operations		—			158			—		—			—			(10	)		—			148
Net Cash Provided by (Used in) Investing Activities		—			269			—		(4	)		—			(5,515	)		356			(4,894	)
Cash Flows From Financing Activities
Issuance of debt		—			2,073			—		—			4			15			(2,092	)		—
Repayment of debt		—			(1,805	)		—		—			—			(318	)		1,745			(378	)
Issuance of company common stock		99			—			—		—			—			—			—			99
Repurchase of company common stock		(4,785	)		—			—		—			—			—			—			(4,785	)
Dividends paid on common stock		(1,861	)		—			—		—			—			(2,553	)		2,553			(1,861	)
Other		(1	)		45			—		—			—			(401	)		—			(357	)
Net cash provided by (used in) continuing financing activities		(6,548	)		313			—		—			4			(3,257	)		2,206			(7,282	)
Net cash provided by (used in) discontinued operations		—			—			—		—			—			(288	)		274			(14	)
Net Cash Provided by (Used in) Financing Activities		(6,548	)		313			—		—			4			(3,545	)		2,480			(7,296	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(10	)		—		—			—			30			—			20
Net Change in Cash and Cash Equivalents		—			(623	)		2		2			(2	)		(3,328	)		—			(3,949	)
Cash and cash equivalents at beginning of period		—			718			—		29			4			8,703			—			9,454
Cash and Cash Equivalents at End of Period	$	—			95			2		31			2			5,375			—			5,505

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page 52.

Due to the separation of our downstream businesses on April 30, 2012, which is reported as discontinued operations, income (loss) from continuing operations is more representative of ConocoPhillips as an independent exploration and production company. The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to income (loss) from continuing operations.

BUSINESS ENVIRONMENT AND EXECUTIVE OVERVIEW

ConocoPhillips is the world’s largest independent exploration and production (E&P) company, based on proved reserves and production of liquids and natural gas. Headquartered in Houston, Texas, we have operations in 30 countries. At June 30, 2012, we had approximately 16,500 employees worldwide and total assets of $114 billion.

The Separation

On April 30, 2012, we completed the separation of our downstream businesses into an independent, publicly traded company, Phillips 66. Our refining, marketing and transportation businesses, most of our Midstream segment, our Chemicals segment, as well as our power generation and certain technology operations included in our Emerging Businesses segment, were transferred to Phillips 66. Results of operations related to Phillips 66 have been classified as discontinued operations in all periods presented in this Form 10-Q. For additional information, see Note 2—Separation of Downstream Business, in the Notes to Consolidated Financial Statements.

Business Environment

As an independent E&P company, we are now solely focused on our core business of exploring for, developing and producing oil and natural gas globally. Our commitment to safety and environmental stewardship, operating excellence and financial responsibility has not changed. As part of our strategic plan, we will continue to focus on improving our financial position and increasing shareholder returns through production and margin growth, portfolio optimization and maintaining sector-leading dividend distributions. In order to remain competitive, we must continually develop and replenish a portfolio of projects which offer attractive financial returns on our investment. We plan to continue to evaluate our assets regularly to determine whether they fit our strategic plans or should be sold or otherwise disposed, and we remain on track to raise $8–$10 billion from noncore asset sales during 2012 and 2013. For the first half of 2012, we have generated proceeds of approximately $1.6 billion as part of this asset disposition program, which mainly included the sale of the Vietnam business and the Alba and Statfjord fields in the North Sea.

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Because we participate in a capital-intensive industry, we must often invest significant capital dollars to acquire acreage, explore for new oil and gas fields, develop newly discovered fields and maintain existing fields. We expect our capital spending will be approximately $16 billion in 2012. Over the next five years, we plan to execute a disciplined capital program of approximately $15 billion per year, supporting our reserve replacement target of more than 100 percent. From 2013 forward, we expect to generate 3 to 5 percent annual production volume and margin growth from major development projects already underway in the United States, Canada, United Kingdom and Norwegian North Sea, Malaysia and Australia.

The most significant factors impacting our profitability and related reinvestment of our operating cash flows into our business are the prices for crude oil and natural gas. The prices for these commodity products are subject to factors external to our company, over which we have no control. These prices are supply- and demand-based and can be very volatile; therefore, our strategy is to maintain a core portfolio of low-risk, high-return projects from legacy assets, coupled with a portfolio of projects which offer growth opportunities, such as unconventional plays, deepwater and arctic drilling and liquefied natural gas (LNG).

The following table depicts the average benchmark prices for West Texas Intermediate (WTI) crude oil, Dated Brent crude oil and U.S. Henry Hub natural gas:

	Dollars Per Unit
	Three Months Ended June  30				Six Months Ended June 30
	2012		2011		2012		2011
Market Indicators
WTI (per barrel)	$	93.44		102.44		98.21		98.21
Dated Brent (per barrel)		108.19		117.36		113.34		111.16
U.S. Henry Hub first of month (per million British thermal units)		2.21		4.32		2.47		4.21

Industry crude prices for WTI decreased 9 percent in the second quarter of 2012, compared with the second quarter of 2011, and remained flat in the first six months of 2012, compared with the first six months of 2011, while Brent prices decreased 8 percent in the second quarter of 2012 and increased 2 percent in the first six months of 2012. Global oil prices weakened during the second quarter of 2012, as production expanded and demand eased slightly, largely due to concerns about continued slow economic growth in much of the world and the European sovereign debt crisis. WTI traded at a discount to Brent throughout 2011 and 2012, mainly due to high inventory levels and excess crude supply in the U.S. Midcontinent market.

Henry Hub natural gas prices decreased 49 percent in the second quarter of 2012, compared with the second quarter of 2011, and 41 percent in the first six months of 2012. U.S. natural gas prices remained depressed in 2012, mainly due to high inventory levels, a warmer-than-normal winter and sustained production from shale plays. Prolonged low U.S. natural gas prices could have an adverse effect on our results of operations. The expansion in shale production has also helped boost supplies of natural gas liquids, resulting in downward pressure on natural gas liquids prices in the United States. As a result, our domestic realized natural gas liquids price declined 19 percent in the first half of 2012, compared with the same period of 2011.

Key Operating and Financial Highlights

Significant highlights during the second quarter of 2012 included the following:

• On April 30, 2012, we completed the separation of our downstream businesses, creating two independent energy companies, ConocoPhillips and Phillips 66.

• Achieved production of 1.54 million barrels of oil equivalent per day and generated earnings of $1,755 million in the second quarter of 2012.

• Repurchased 52 million ConocoPhillips shares, representing 4 percent of our outstanding shares.

• Paid a quarterly dividend of 66 cents per share, consistent with pre-separation dividends.

33

• Continued progress on North American unconventional programs.

• Initiated exploratory drilling and acquired additional leases in deepwater Gulf of Mexico.

• Progressed the Australia Pacific LNG Project with sanction of the second train in early July 2012.

• Completed the disposition of the Alba and Statfjord fields.

Outlook

Our production for the third quarter of 2012 is estimated to be 1.475 million to 1.525 million barrels of oil equivalent per day (BOED). We expect third-quarter production will be negatively impacted by planned downtime in Alaska and Canada. Our full-year production estimate is now 1.565 million to 1.585 million BOED. Other factors which may impact production include the timing of asset dispositions and the pace of production ramp-up at the Peng Lai fields in Bohai Bay.

RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three- and six-month periods ended June 30, 2012, is based on a comparison with the corresponding period of 2011.

Consolidated Results

We manage our operations through six operating segments, which are defined by geographic region: Alaska, Lower 48 and Latin America, Canada, Europe, Asia Pacific and Middle East, and Other International. Our LUKOIL Investment represents our prior investment in the ordinary shares of OAO LUKOIL, which was sold in the first quarter of 2011. Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, ongoing costs related to the separation and certain technology activities, net of licensing revenues.

A summary of income (loss) from continuing operations by business segment follows:

	Millions of Dollars
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Alaska	$	551			492			1,171			1,056
Lower 48 and Latin America		119			337			374			662
Canada		(94	)		101			(643	)		128
Europe		669			533			1,058			999
Asia Pacific and Middle East		794			972			2,548			1,848
Other International		(19	)		79			67			198
LUKOIL Investment		—			—			—			239
Corporate and Other		(265	)		(214	)		(579	)		(513	)
Income from continuing operations	$	1,755			2,300			3,996			4,617

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Earnings for ConocoPhillips decreased 24 percent in the second quarter of 2012, while earnings for the six-month period ended June 30, 2012, decreased 13 percent. Lower earnings in the second quarter of 2012 primarily resulted from:

• Lower volumes, largely due to reduced production in China, dispositions and planned downtime.

• Lower prices.

• Higher operating expenses, including an $89 million after-tax charge related to the Bohai Bay settlement.

These items were partially offset by:

• Higher gains from asset sales of $281 million after-tax, compared with gains of $27 million after-tax in the second quarter of 2011.

• Lower production taxes and depreciation, depletion and amortization (DD&A) expenses, mainly as a result of lower volumes.

The decrease in earnings for the six-month period of 2012 was primarily due to:

• Lower volumes, largely due to reduced production in China, dispositions and planned downtime.

• Higher impairments. Non-cash impairments for the six-month period of 2012 totaled $550 million after-tax.

• Lower natural gas prices.

• Higher operating expenses, which included the $89 million after-tax charge related to the Bohai Bay settlement and $73 million of after-tax separation costs.

These items were partially offset by:

• Higher gains from asset sales of $1,220 million after-tax, compared with gains of $419 million after-tax in the comparative period of 2011.

• Lower DD&A expenses, mainly as a result of lower volumes.

• Higher crude oil and LNG prices.

See the “Segment Results” section for additional information on our segment results.

Income Statement Analysis

Sales and other operating revenues for the second quarter and six-month period of 2012 decreased 19 percent and 12 percent, respectively, mainly due to lower crude oil, natural gas and LNG volumes and lower natural gas prices. Lower crude oil prices also contributed to the decrease in the second quarter of 2012.

Equity in earnings of affiliates for the second quarter and six-month period of 2012 increased 41 percent and 45 percent, respectively. The increases in both periods primarily resulted from:

• Improved earnings from Qatar Liquefied Gas Company Limited (3) (QG3), primarily due to higher LNG prices and a $72 million tax-related adjustment.

• The absence of the $83 million before-tax write-off of our investment associated with the cancellation of the Denali gas pipeline project in the second quarter of 2011.

These increases in equity earnings were partially offset by lower earnings from Naryanmarneftegaz (NMNG), largely due to lower volumes. Additionally, FCCL Partnership experienced lower earnings in the second quarter of 2012, primarily as a result of lower bitumen prices, partially offset by higher volumes.

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Gain on dispositions for the second quarter and six-month period of 2012 were $583 million and $1,523 million, respectively, compared with gains of $35 million and $648 million for the respective periods in 2011. Gains realized in both periods of 2012 included the disposition of our Statfjord and Alba fields located in the North Sea. Additionally, gains realized in the six-month period of 2012 mainly included the disposition of our Vietnam business, partially offset by the sale of certain E&P assets located in the Lower 48 and the remaining divestiture of our LUKOIL shares in the six-month period of 2011.

Purchased commodities decreased 25 percent and 19 percent in the second quarter and six-month period of 2012, respectively, largely as a result of lower U.S. natural gas prices, partly offset by higher purchased volumes.

Production and operating expenses increased 18 percent in the second quarter and 11 percent in the six-month period of 2012, mostly due to increased operating expenses in China and planned downtime at our Bayu-Undan Field and Darwin LNG facility.

Selling, general and administrative expenses increased 16 percent and 25 percent in the second quarter and six-month period of 2012, mainly as a result of ongoing costs associated with the separation of Phillips 66.

Exploration expenses increased $509 million in the six-month period of 2012. The increase was mostly due to the impairment of undeveloped leasehold costs associated with the Mackenzie Gas Project as a result of the indefinite suspension of the project in the first quarter of 2012.

DD&A decreased 12 percent in both the second quarter and six-month period of 2012. The decreases were mainly due to lower production volumes as a result of asset dispositions and lower production in China, partially offset by higher production volumes in the Lower 48.

Impairments for the second quarter of 2012 increased $82 million, primarily due to an increase in the asset retirement obligation for the Don Field in the United Kingdom, which has ceased production. Impairments in the six-month period of 2012 increased $296 million, mainly due to the $213 million impairment of capitalized project development costs associated with the Mackenzie Gas Project in the first quarter of 2012, as well as the Don Field impairment.

Taxes other than income taxes decreased 24 percent in the second quarter 2012, primarily due to lower production taxes as a result of lower crude oil prices and volumes.

Interest and debt expense for the second quarter and six-month period of 2012 decreased 19 percent and 22 percent, respectively, primarily due to higher capitalized interest on projects and lower interest expense due to lower debt levels.

See Note 21—Income Taxes, in the Notes to Consolidated Financial Statements, for information regarding our provision for income taxes and effective tax rate.

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Summary Operating Statistics

	Three Months Ended June  30				Six Months Ended June 30
	2012		2011		2012		2011
Average Net Production
Crude oil (MBD)*		608		668		629		692
Natural gas liquids (MBD)		154		146		160		145
Bitumen (MBD)		88		67		86		66
Natural gas (MMCFD)**		4,153		4,552		4,287		4,611
Total Production (MBOED)***		1,542		1,640		1,590		1,672
		Dollars Per Unit
Average Sales Prices
Crude oil (per barrel)	$	105.56		112.95		108.95		105.42
Natural gas liquids (per barrel)		43.55		56.88		48.90		54.62
Bitumen (per barrel)		51.38		65.74		55.89		60.44
Natural gas (per thousand cubic feet)		4.41		5.50		4.61		5.36
		Millions of Dollars
Exploration Expenses
General administrative; geological and geophysical; and lease rentals	$	154		175		315		301
Leasehold impairment		52		41		564		82
Dry holes		64		48		70		57
	$	270		264		949		440

    *Thousands of barrels per day.

  **Millions of cubic feet per day. Represents quantities available for sale and excludes gas equivalent of natural gas liquids included above.

***Thousands of barrels of oil equivalent per day.

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. At June 30, 2012, our operations were producing in the United States, Norway, the United Kingdom, Canada, Australia, offshore Timor-Leste in the Timor Sea, Indonesia, China, Libya, Nigeria, Algeria, Qatar and Russia.

Total production averaged 1,542 MBOED in the second quarter of 2012, a decrease of 6 percent compared with the second quarter of 2011. Production for the six-month period of 2012 averaged 1,590 MBOED, down 5 percent from the corresponding period of 2011. The decreases in both periods of 2012 primarily resulted from normal field decline, dispositions, reduced production in China and natural gas curtailments in North America. In addition, higher downtime in the second quarter of 2012 contributed to the decrease in production. These decreases were partly offset by additional production from major projects, mainly from FCCL and shale plays in the Lower 48, the ramp-up of activity in Libya following a period of civil unrest in 2011, and increased drilling programs.

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Segment Results

Alaska

	Three Months Ended June  30				Six Months Ended June 30
	2012		2011		2012		2011
Income from Continuing Operations (millions of dollars)	$	551		492		1,171		1,056
Average Net Production
Crude oil (MBD)		190		207		199		203
Natural gas liquids (MBD)		16		16		17		16
Natural gas (MMCFD)		56		62		57		65
Total Production (MBOED)		215		233		226		230
Average Sales Prices
Crude oil (dollars per barrel)	$	112.38		113.75		112.28		104.26
Natural gas (dollars per thousand cubic feet)		3.93		4.66		4.31		4.28

The Alaska segment primarily explores for, produces, transports and markets crude oil, natural gas liquids, natural gas and LNG. As of June 30, 2012, Alaska contributed 25 percent of our worldwide liquids production and 1 percent of our natural gas production.

Our Alaska operations reported earnings of $551 million in the second quarter of 2012, a 12 percent increase compared with the same period in 2011. Earnings for the six-month period of 2012 were $1,171 million, an 11 percent increase compared with the same period in 2011. Earnings in both the second quarter and six-month period of 2012 benefitted from additional sales of LNG, in addition to the absence of the $54 million after-tax impairment of our investment associated with the cancellation of the Denali gas pipeline project in the second quarter of 2011. In addition, second quarter 2012 earnings improved due to lower production taxes, mainly as a result of lower crude oil production. These increases were partially offset by lower crude oil volumes and higher operating expenses. Earnings in the six-month period of 2012 increased primarily as a result of higher crude oil prices and lower DD&A, partially offset by increased production taxes, lower crude oil volumes and higher operating expenses.

Production averaged 215 MBOED in the second quarter of 2012, a decrease of 8 percent compared with the second quarter of 2011. Production for the six-month period of 2012 was 226 MBOED, a 2 percent decrease compared with the corresponding period in 2011. The decreases in both periods of 2012 were mainly due to normal field decline, partly offset by increased drilling activity on the Western North Slope. Additionally, the six-month period of 2012 experienced less unplanned downtime.

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Lower 48 and Latin America

	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Income from Continuing Operations (millions of dollars)	$	119		337		374		662
Average Net Production
Crude oil (MBD)		115		88		116		86
Natural gas liquids (MBD)		83		72		83		69
Natural gas (MMCFD)		1,456		1,589		1,479		1,556
Total Production (MBOED)		441		425		446		414
Average Sales Prices
Crude oil (dollars per barrel)	$	89.61		99.70		94.34		94.05
Natural gas liquids (dollars per barrel)		34.62		51.45		39.79		48.82
Natural gas (dollars per thousand cubic feet)		2.10		4.22		2.38		4.16

As of June 30, 2012, Lower 48 and Latin America contributed 23 percent of our worldwide liquids production and 34 percent of our natural gas production. The Lower 48 and Latin America segment primarily consists of operations located in the U.S. Lower 48 states. Also included in this segment is our 39 percent equity interest in Phoenix Park Gas Processors Limited, which processes natural gas in Trinidad and markets natural gas liquids in the Atlantic Basin, and the Wingate fractionation plant located in Gallup, New Mexico.

Lower 48 and Latin America operations reported earnings of $119 million in the second quarter of 2012, a 65 percent decrease compared with the same period in 2011. Earnings for the six-month period of 2012 were $374 million, a 44 percent decrease compared with the same period in 2011. The decreases for both periods of 2012 were primarily the result of lower natural gas and natural gas liquids prices, higher DD&A and operating expenses, partially offset by higher crude oil and natural gas liquids volumes. Lower gains from asset dispositions also contributed to the decrease in earnings for the six-month period of 2012.

Lower 48 production averaged 441 MBOED in the second quarter of 2012, a 4 percent increase compared with the second quarter of 2011. Production for the six-month period of 2012 was 446 MBOED, an 8 percent increase compared with the same period in 2011. The increases in both periods of 2012 were mainly due to new production, primarily from the Eagle Ford, Bakken and Permian areas, and improved drilling and well performance, partially offset by normal field decline. The six-month period of 2012 also experienced higher unplanned downtime.

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Canada

	Three Months Ended June  30					Six Months Ended June  30
	2012			2011		2012			2011
Income (Loss) from Continuing Operations (millions of dollars)	$	(94	)		101		(643	)		128
Average Net Production
Crude oil (MBD)		14			11		13			12
Natural gas liquids (MBD)		22			25		24			25
Bitumen (MBD)
Consolidated operations		11			8		11			9
Equity affiliates		77			59		75			57
Total bitumen		88			67		86			66
Natural gas (MMCFD)		864			947		864			946
Total Production (MBOED)		268			262		267			261
Average Sales Prices
Crude oil (dollars per barrel)	$	74.76			94.19		79.09			86.07
Natural gas liquids (dollars per barrel)		48.66			60.23		51.60			57.27
Bitumen (dollars per barrel)
Consolidated operations		54.75			56.91		59.55			51.99
Equity affiliates		50.85			67.05		55.34			61.90
Total bitumen		51.38			65.74		55.89			60.44
Natural gas (dollars per thousand cubic feet)		1.61			3.74		1.79			3.67

Our Canadian operations comprise mainly natural gas fields in western Canada and oil sands projects in the Athabasca Region of northeastern Alberta. As of June 30, 2012, Canada contributed 14 percent of our worldwide liquids production and 20 percent of our natural gas production.

Canada operations reported losses of $94 million and $643 million in the second quarter and six-month period of 2012, reductions of $195 million and $771 million, respectively. Earnings in the six-month period of 2012 were impacted by the $520 million after-tax impairment of the Mackenzie Gas Project and associated undeveloped leaseholds. In addition, the decreases in both periods of 2012 mainly reflected lower natural gas and bitumen prices, lower natural gas volumes and lower gains from asset dispositions. These decreases were partially offset by higher bitumen volumes and lower DD&A.

Average production increased 2 percent in the second quarter and six-month period of 2012. The increases in both periods were largely due to the ramp-up of production from Christina Lake Phase C in our FCCL venture and lower planned and unplanned downtime, partly offset by the impact of asset dispositions and natural gas curtailments.

FCCL

In May 2012, we received approval from the Alberta government to proceed with the Narrows Lake oil sands project. Initial production is anticipated in 2017.

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Europe

	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Income from Continuing Operations (millions of dollars)	$	669		533		1,058		999
Average Net Production
Crude oil (MBD)		138		168		147		176
Natural gas liquids (MBD)		8		12		9		12
Natural gas (MMCFD)		540		587		586		669
Total Production (MBOED)		236		278		254		300
Average Sales Prices
Crude oil (dollars per barrel)	$	109.89		117.40		115.35		111.26
Natural gas liquids (dollars per barrel)		54.81		60.04		56.80		59.87
Natural gas (dollars per thousand cubic feet)		9.52		9.57		9.77		9.02

The Europe segment consists of operations principally located in the Norwegian and U.K. sectors of the North Sea, as well as exploration activities in Poland and Greenland. As of June 30, 2012, our Europe operations contributed 18 percent of our worldwide liquids production and 14 percent of our natural gas production.

Earnings for our Europe operations were $669 million in the second quarter of 2012, a 26 percent increase compared with the same period in 2011. Earnings for the six-month period of 2012 were $1,058 million, a 6 percent increase compared with the same period in 2011. The increases for both periods of 2012 were primarily the result of the $285 million after-tax gain on sale of our interests in the Statfjord and Alba fields, lower DD&A and gains on foreign currency transactions. These increases were partially offset by lower crude oil and natural gas volumes, higher taxes and the $30 million after-tax impairment of the non-producing Don Field in the United Kingdom due to an increase in the asset retirement obligation. In addition, earnings in the second quarter of 2012 were impacted by lower crude oil prices, while earnings for the six-month period of 2012 benefitted from improved crude oil and natural gas prices.

Average production decreased 15 percent in the second quarter and six-month period of 2012. The decreases in both periods of 2012 were primarily due to field decline, dispositions and unplanned downtime, partly offset by lower planned downtime.

In December 2011, we entered into an agreement to sell our interests in the MacCulloch and Nicol fields in the United Kingdom. The sales of these interests are expected to close in the third quarter of 2012.

U.K. Tax Legislation

In the United Kingdom, legislation was enacted on July 17, 2012, restricting corporate tax relief on decommissioning costs to 50 percent, retroactively effective from March 21, 2012. We anticipate our third quarter 2012 earnings will be reduced by approximately $175 million due to the remeasurement of deferred tax balances.

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Asia Pacific and Middle East

	Three Months Ended June  30				Six Months Ended June 30
	2012		2011		2012		2011
Income from Continuing Operations (millions of dollars)	$	794		972		2,548		1,848
Average Net Production
Crude oil (MBD)
Consolidated Operations		54		117		57		122
Equity Affiliates		15		16		16		16
Total crude oil		69		133		73		138
Natural gas liquids (MBD)
Consolidated Operations		14		11		15		12
Equity Affiliates		7		8		8		7
Total natural gas liquids		21		19		23		19
Natural gas (MMCFD)
Consolidated Operations		587		694		642		706
Equity Affiliates		491		521		498		514
Total natural gas		1,078		1,215		1,140		1,220
Total Production (MBOED)		270		354		286		360
Average Sales Prices
Crude oil (dollars per barrel)
Consolidated Operations	$	109.12		116.69		113.29		108.76
Equity Affiliates		104.55		111.51		110.41		107.16
Total crude oil		108.16		116.03		112.67		108.59
Natural gas liquids (dollars per barrel)
Consolidated Operations		71.39		78.23		81.17		75.59
Equity Affiliates		70.28		73.49		78.81		73.01
Total natural gas liquids		71.00		76.39		80.42		74.56
Natural gas (dollars per thousand cubic feet)
Consolidated Operations		11.47		9.80		10.89		9.30
Equity Affiliates		2.79		3.28		2.68		2.94
Total natural gas		7.52		7.00		7.30		6.62

The Asia Pacific and Middle East segment has producing operations in China, Indonesia, Australia, the Timor Sea and Qatar, as well as exploration activities in Malaysia, Bangladesh and Brunei. As of June 30, 2012, Asia Pacific and Middle East contributed 11 percent of our worldwide liquids production and 27 percent of our natural gas production.

Asia Pacific and Middle East operations reported earnings of $794 million in the second quarter of 2012, an 18 percent decrease compared with the same period in 2011. Earnings for the six-month period of 2012 were $2,548 million, a 38 percent increase compared with the same period in 2011. Earnings for both periods of 2012 were mainly impacted by lower crude oil volumes, primarily in China and also as a result of our Vietnam disposition, lower LNG volumes, higher taxes, higher operating expenses and an $89 million after-tax charge related to the Bohai Bay settlement with the China State Oceanic Administration. These decreases in earnings were partially offset by significantly higher LNG prices, lower DD&A and a $72 million tax-related adjustment. Additionally, earnings in the six-month period of 2012 benefitted from the $931 million after-tax gain on sale of our Vietnam business.

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Due to the three-month LNG pricing lag, we expect to see lower earnings from LNG cargo sales in the third quarter of 2012.

Production averaged 270 MBOED in the second quarter of 2012, a decrease of 24 percent compared to the second quarter of 2011. For the six-month period of 2012, production averaged 286 MBOED, a decrease of 21 percent. The decreases in both periods of 2012 were largely due to lower production in China, the disposition of our Vietnam business and planned downtime at our Bayu-Undan Field and Darwin LNG facility.

APLNG

In July 2012, we sanctioned the development of a second 4.5-million-tonnes-per-year LNG production train for our Australia Pacific LNG (APLNG) coal seam gas to LNG project in Queensland, Australia. In addition, APLNG signed project financing agreements during the second quarter of 2012, which are subject to certain conditions precedent. APLNG expects to begin drawing on the financing in the fourth quarter of 2012. LNG exports from the second train are expected to commence in early 2016 under binding sales agreements to China Petrochemical Corporation (Sinopec) and Kansai Electric Power Co., Inc. Upon sanctioning of the second train in July and in conjunction with the LNG sales agreement, Sinopec subscribed for additional shares in APLNG, which increased its equity interest from 15 percent to 25 percent. As a result, on July 12, 2012, both our ownership interest and Origin Energy’s ownership interest diluted from 42.5 percent to 37.5 percent. This reduction, along with project financing, lowers our future capital requirements to fund the APLNG Project. We expect to record a loss of approximately $135 million after-tax from the dilution in the third quarter of 2012. We plan to evaluate opportunities to further reduce our ownership interest in APLNG.

China—Bohai Bay

At the end of the second quarter of 2012, Peng Lai’s net production was approximately 36 MBOED. We continue to seek approval for our revised overall development plan, while we increase oil offtake under an interim operations resumption plan.

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Other International

	Three Months Ended June  30					Six Months Ended June 30
	2012			2011		2012		2011
Income (Loss) from Continuing Operations (millions of dollars)	$	(19	)		79		67		198
Average Net Production
Crude oil (MBD)
Consolidated Operations		66			29		64		43
Equity Affiliates		16			32		17		35
Total crude oil		82			61		81		78
Natural gas liquids (MBD)		4			2		4		3
Natural gas (MMCFD)		159			152		161		155
Total Production (MBOED)		112			88		111		107
Average Sales Prices
Crude oil (dollars per barrel)
Consolidated Operations	$	109.33			121.24		114.39		109.71
Equity Affiliates		94.11			106.87		101.31		102.11
Total crude oil		106.71			114.00		111.55		106.26
Natural gas liquids (dollars per barrel)		15.34			12.88		13.85		13.44
Natural gas (dollars per thousand cubic feet)		2.45			2.10		2.48		2.10

The Other International segment includes producing operations in Nigeria, Libya, Algeria and Russia, as well as exploration activities in Angola and the Caspian Sea. As of June 30, 2012, Other International contributed 10 percent of our worldwide liquids production and 4 percent of our natural gas production.

Other International operations reported a loss of $19 million in the second quarter of 2012, a decrease of $98 million compared with the same period in 2011. Earnings for the six-month period of 2012 were $67 million, a 66 percent decrease compared with the same period in 2011. The decreases for both periods of 2012 were primarily the result of lower crude oil volumes in Russia, partially offset by lower taxes. Earnings in the second quarter of 2012 were also impacted by lower crude oil prices.

Production averaged 112 MBOED in the second quarter of 2012, a 27 percent increase compared with the second quarter of 2011. Production for the six-month period of 2012 averaged 111 MBOED, an increase of 4 percent over the comparative period of 2011. The increases in both periods of 2012 were mostly due to the ramp-up of production in Libya following a period of civil unrest in 2011, partly offset by field decline in Russia.

LUKOIL Investment

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Income From Continuing Operations	$	—		—		—		239

This segment represents our former investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We sold our remaining interest in LUKOIL in the first quarter of 2011.

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Corporate and Other

	Millions of Dollars
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Income (Loss) From Continuing Operations
Net interest	$	(128	)		(175	)		(289	)		(364	)
Corporate general and administrative expenses		(44	)		(43	)		(118	)		(104	)
Technology		(22	)		(3	)		(40	)		(1	)
Separation costs		(40	)		—			(73	)		—
Other		(31	)		7			(59	)		(44	)
	$	(265	)		(214	)		(579	)		(513	)

Net interest consists of interest and financing expense, net of interest income and capitalized interest, as well as premiums incurred on the early retirement of debt. Net interest decreased 27 percent in the second quarter of 2012 and 21 percent in the first six months of 2012. The decrease in both periods was primarily due to higher capitalized interest on projects and lower interest expense due to lower debt levels, partly offset by lower interest income.

Corporate general and administrative expenses increased 13 percent in the six-month period of 2012, mainly due to higher contributions and advertising expenses.

Technology includes our investment in new technologies or businesses, net of licensing revenues. Activities are focused on heavy oil and oil sands, unconventional reservoirs, subsurface technology, liquefied natural gas, arctic and deepwater, as well as sustainability technology. Technology expenses increased $19 million and $39 million in the second quarter and six-month period of 2012, respectively. The increases in both periods of 2012 were largely due to lower licensing revenues. Higher project expenses also contributed to the increase in the six-month period of 2012.

Separation costs consist of ongoing expenses related to the separation of our downstream businesses into a stand-alone, publicly traded company, Phillips 66. Expenses incurred in the second quarter and the six-month period of 2012 primarily included costs related to compensation and benefit plans.

The category “Other” includes certain foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, and other costs not directly associated with an operating segment. “Other” expenses increased $38 million in the second quarter and $15 million in the six-month period of 2012, mostly due to higher environmental expenses and foreign currency transaction losses, compared with foreign currency transaction gains in the prior-year periods.

Our Corporate and Other costs are estimated to be $1.0 billion for the full-year 2012.

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CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

	Millions of Dollars
	June 30 2012			December 31 2011
Short-term debt	$	4,179			1,013
Total debt		23,008			22,623
Total equity*		46,443			65,749
Percent of total debt to capital**		33	%		26
Percent of floating-rate debt to total debt***		12	%		10
*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.
**Capital includes total debt and total equity.
***Includes effect of interest rate swaps.

To meet our short- and long-term liquidity requirements, we look to a variety of funding sources. Cash generated from continuing operating activities is the primary source of funding. In addition, during the first six months of 2012, we received $1,566 million in proceeds from asset sales and $7,818 million from a special cash distribution from Phillips 66, primarily using the proceeds from the $5.8 billion in Senior Notes issued by Phillips 66 in March 2012, as well as a portion of the approximately $3.6 billion in cash transferred to Phillips 66 at separation, comprised of funds received from the $2.0 billion term loan entered into by Phillips 66 immediately prior to the separation, and approximately $1.6 billion of cash held by Phillips 66 subsidiaries. The proceeds from the special cash distribution will be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, in each case within twelve months following the distribution. At June 30, 2012, the remaining balance of this cash distribution was $5,000 million and was included in the “Restricted cash” line on our consolidated balance sheet. During the first half of 2012, available cash was used to support our ongoing capital expenditures and investments program, repurchase common stock and pay dividends. Total dividends paid on our common stock during the first six months of 2012 were $1,661 million. During the first half of 2012, cash and cash equivalents decreased by $4,736 million to $1,044 million.

In addition to cash flows from operating activities and proceeds from asset sales, we rely on our commercial paper and credit facility programs, and our shelf registration statement to support our short- and long-term liquidity requirements. We believe current cash and short-term investment balances and cash generated by operations, together with access to external sources of funds as described below in the “Significant Sources of Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, dividend payments, required debt payments and the funding requirements to FCCL Partnership.

Significant Sources of Capital

Operating Activities

Cash provided by continuing operating activities was $6,368 million for the first six months of 2012, compared with $6,353 million for the first six months of 2011.

While the stability of our cash flows from operating activities benefits from geographic diversity, our short- and long-term operating cash flows are highly dependent upon prices for crude oil, bitumen, natural gas, LNG and natural gas liquids. Prices and margins in our industry are typically volatile, and are driven by market conditions over which we have no control. Absent other mitigating factors, as these prices and margins fluctuate, we would expect a corresponding change in our operating cash flows.

The level of our production volumes also impacts our cash flows. These production levels are impacted by such factors as acquisitions and dispositions of fields, field production decline rates, new technologies, operating efficiency, weather conditions, the addition of proved reserves through exploratory success, and their

46

timely and cost-effective development. While we actively manage these factors, production levels can cause variability in cash flows, although generally this variability has not been as significant as that caused by commodity prices.

Asset Sales

Proceeds from asset sales during the first six months of 2012 were $1.6 billion, primarily from the sale of our Vietnam business and the sale of our interest in the Statfjord and Alba fields in the North Sea. This compares with proceeds of $1.9 billion in the first six months of 2011, which mainly included the sale of our remaining interest in LUKOIL and certain properties located in the Lower 48. We plan to raise up to an additional $8 billion from asset sales over the next 12 months.

Commercial Paper and Credit Facilities

In May 2012, we decreased our total revolving credit facilities from $8.0 billion to $7.5 billion by terminating all commitments under the $500 million credit facility, which was due to expire in July 2012. At June 30, 2012, we had a revolving credit facility totaling $7.5 billion expiring in August 2016. Our revolving credit facility may be used as direct bank borrowings, as support for issuances of letters of credit totaling up to $750 million, or as support for our commercial paper programs. The revolving credit facility is broadly syndicated among financial institutions and does not contain any material adverse change provisions or any covenants requiring maintenance of specified financial ratios or ratings. The facility agreement contains a cross-default provision relating to the failure to pay principal or interest on other debt obligations of $200 million or more by ConocoPhillips, or by any of its consolidated subsidiaries.

Credit facility borrowings may bear interest at a margin above rates offered by certain designated banks in the London interbank market or at a margin above the overnight federal funds rate or prime rates offered by certain designated banks in the United States. The agreement calls for commitment fees on available, but unused, amounts. The agreement also contains early termination rights if our current directors or their approved successors cease to be a majority of the Board of Directors.

Our primary funding source for short-term working capital needs is the ConocoPhillips $6.35 billion commercial paper program. Commercial paper maturities are generally limited to 90 days. We also have the ConocoPhillips Qatar Funding Ltd. $1.15 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. At June 30, 2012, and December 31, 2011, we had no direct borrowings under the revolving credit facilities, with no letters of credit issued at June 30, 2012, and $40 million at December 31, 2011. In addition, under the two ConocoPhillips commercial paper programs, $1,929 million of commercial paper was outstanding at June 30, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,929 million of commercial paper outstanding and had issued no letters of credit, we had access to $5.6 billion in borrowing capacity under our revolving credit facilities at June 30, 2012.

Shelf Registration

We have a universal shelf registration statement on file with the U.S. Securities and Exchange Commission under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.

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Off-Balance Sheet Arrangements

As part of our normal ongoing business operations and consistent with normal industry practice, we enter into numerous agreements with other parties to pursue business opportunities, which share costs and apportion risks among the parties as governed by the agreements.

For information about guarantees, see Note 12—Guarantees, in the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Capital Requirements

For information about our capital expenditures and investments, see the “Capital Spending” section.

Our debt balance at June 30, 2012, was $23.0 billion, an increase of $385 million from the balance at December 31, 2011. Our short-term debt balance at June 30, 2012, increased $3.2 billion compared to December 31, 2011, as a result of normal maturities and early redemption notices. In July 2012, make-whole redemption notices were issued on bonds totaling $1.5 billion, and the bonds will be repaid in August 2012. Upon settlement in the third quarter of 2012, a before-tax loss on the redemption of approximately $75 million is expected, consisting of a make-whole premium and unamortized issuance costs.

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL. Quarterly principal and interest payments of $237 million began in the second quarter of 2007 and will continue until the balance is paid. Of the principal obligation amount, approximately $752 million was short-term and was included in the “Accounts payable—related parties” line on our June 30, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $361 million in the first six months of 2012, is included in the “Other” line in the financing activities section of our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

In May 2012, we announced a dividend of 66 cents per share. The dividend was paid June 1, 2012, to stockholders of record at the close of business on May 21, 2012. Additionally, in July 2012, we announced a dividend of 66 cents per share. The dividend will be paid September 4, 2012, to stockholders of record at the close of business on July 23, 2012.

On December 2, 2011, our Board of Directors authorized the purchase of up to an additional $10 billion of our common stock over the subsequent two years. Since our share repurchase programs began in 2010, share repurchases totaled 297 million shares at a cost of $19.9 billion through June 30, 2012. Future share repurchases will be made opportunistically, contingent upon commodity prices and proceeds from asset dispositions.

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Capital Spending

Capital Expenditures and Investments

	Millions of Dollars
	Six Months Ended June  30
	2012		2011
Alaska	$	388		391
Lower 48 and Latin America		2,555		1,535
Canada		1,057		728
Europe		1,357		929
Asia Pacific and Middle East		1,585		1,183
Other International		805		552
LUKOIL		—		—
Corporate and Other		111		72
	$	7,858		5,390
United States	$	3,053		1,997
International		4,805		3,393
	$	7,858		5,390

During the first six months of 2012, capital expenditures supported key exploration and development projects, primarily:

• Oil and natural gas exploration and development activities in the Lower 48, including the Eagle Ford, Bakken and North Barnett shale plays, as well as the Permian and San Juan basins.

• Exploration leases and wells in deepwater Gulf of Mexico.

• Alaska development activities related to existing producing fields.

• Oil sands projects and ongoing liquids-focused projects in Canada.

• Further development of coalbed methane projects associated with the APLNG joint venture in Australia.

• Continued development of Bohai Bay in China, new fields offshore Malaysia and ongoing exploration and development activity offshore Indonesia and Australia.

• In Europe, development activities in the Ekofisk, Jasmine and Clair Ridge areas.

• The Kashagan Field in the Caspian Sea.

• Leasehold acquisitions in Angola.

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Contingencies

A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Legal Matters

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required.

Environmental

We are subject to the same numerous international, federal, state and local environmental laws and regulations as other companies in our industry. For a discussion of the most significant of these environmental laws and regulations, including those with associated remediation obligations, see the “Environmental” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 64, 65 and 66 of our 2011 Annual Report on Form 10-K.

We occasionally receive requests for information or notices of potential liability from the Environmental Protection Agency (EPA) and state environmental agencies alleging that we are a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain wastes attributable to our past operations. As of December 31, 2011, we reported we had been notified of potential liability under CERCLA and comparable state laws at 74 sites around the United States. During the quarter ended June 30, 2012, we resolved 2 sites and transferred 61 sites to Phillips 66, bringing the number to 11 unresolved sites with potential liability.

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At June 30, 2012, our balance sheet included a total environmental accrual of $440 million, compared with $922 million at December 31, 2011. A significant portion of our environmental contingencies at December 31, 2011, was related to our Downstream business. We expect to incur a substantial amount of these expenditures within the next 30 years.

Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in our operations and products, and there can be no assurance that material costs and liabilities will not be incurred. However, we currently do not expect any material adverse effect on our results of operations or financial position as a result of compliance with current environmental laws and regulations.

Climate Change

There has been a broad range of proposed or promulgated state, national and international laws focusing on greenhouse gas (GHG) reduction. These proposed or promulgated laws apply or could apply in countries where we have interests or may have interests in the future. Laws in this field continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such laws, if enacted, could have a material impact on our results of operations and financial condition. Examples of legislation and precursors for possible regulation that do or could affect our operations include the EPA’s announcement on March 29, 2010 (published as “Interpretation of Regulations that Determine Pollutants Covered by Clean Air Act Permitting Programs,” 75 Fed. Reg. 17004 (April 2, 2010)), and the EPA’s and U.S. Department of Transportation’s joint promulgation of a Final Rule on April 1, 2010, that trigger regulation of GHGs under the Clean Air Act, may trigger more climate-based claims for damages, and may result in longer agency review time for development projects.

For other examples of legislation or precursors for possible regulation that do or could affect our operations, see the “Climate Change” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 66 and 67 of our 2011 Annual Report on Form 10-K.

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CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based the forward-looking statements on our current expectations, estimates and projections about ourselves and the industries in which we operate in general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

• Fluctuations in crude oil, bitumen, natural gas, LNG and natural gas liquids prices.

• Potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance.

• Unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage.

• Unexpected changes in costs or technical requirements for constructing, modifying or operating facilities for exploration and production projects.

• Lack of, or disruptions in, adequate and reliable transportation for our crude oil, natural gas, natural gas liquids, bitumen and LNG.

• Inability to timely obtain or maintain permits, including those necessary for drilling and/or development projects, construction of LNG terminals or regasification facilities; comply with government regulations; or make capital expenditures required to maintain compliance.

• Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future exploration and production and LNG projects.

• Potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber attacks.

• International monetary conditions and exchange controls.

• Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations.

• Liability for remedial actions, including removal and reclamation obligations, under environmental regulations.

• Liability resulting from litigation.

• General domestic and international economic and political developments, including armed hostilities; expropriation of assets; changes in governmental policies relating to crude oil, bitumen, natural gas, LNG or natural gas liquids pricing, regulation or taxation; other political, economic or diplomatic developments; and international monetary fluctuations.

• Changes in tax and other laws, regulations (including alternative energy mandates), or royalty rules applicable to our business.

• Limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets.

• Delays in, or our inability to implement, our asset disposition plan.

• Inability to obtain economical financing for projects, construction or modification of facilities and general corporate purposes.

• The factors generally described in Item 1A—Risk Factors in our 2011 Annual Report on Form 10-K.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about market risks for the six months ended June 30, 2012, does not differ materially from that discussed under Item 7A in our 2011 Annual Report on Form 10-K.

Item 4. CONTROLS AND PROCEDURES

As of June 30, 2012, with the participation of our management, our Chairman, President and Chief Executive Officer (principal executive officer) and our Executive Vice President, Finance and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the Act), of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman, President and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of June 30, 2012.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The following is a description of reportable legal proceedings including those involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment for this reporting period. The following proceedings include those matters that arose during the second quarter of 2012 and any material developments with respect to matters previously reported in ConocoPhillips’ 2011 Annual Report on Form 10-K. While it is not possible to accurately predict the final outcome of these pending proceedings, if any one or more of such proceedings was decided adversely to ConocoPhillips, we expect there would be no material effect on our consolidated financial position. Nevertheless, such proceedings are reported pursuant to the U.S. Securities and Exchange Commission regulations.

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. In connection with the separation, we entered into an Indemnification and Release Agreement which provides for cross-indemnities between Phillips 66 and us and established procedures for handling claims subject to indemnification and related matters, such as legal proceedings. We have included matters where we remain a party to a proceeding relating to Phillips 66, in accordance with SEC regulations. We do not expect any of those matters to result in a net claim against us.

New Matters

The North Dakota Department of Health has requested all the operators in the Bakken Pool area, including ConocoPhillips, enter into an Administrative Consent Agreement to resolve alleged historic violations of the state’s air emission regulations. The state is proposing a penalty of $2,000 per well drilled in the Bakken Pool which would result in total penalty to the company of over $100,000. ConocoPhillips is working with the state to resolve this matter.

In May 2012, the Illinois Attorney General’s office filed and served a Complaint against ConocoPhillips with respect to operations at the Phillips 66 Wood River Refinery alleging violations of the Illinois groundwater standards and a third-party’s hazardous waste permit. The Complaint seeks as relief remediation of area groundwater, compliance with the hazardous waste permit, enhanced pipeline and tank integrity measures, additional spill reporting, and yet-to-be specified amounts for fines and penalties. Phillips 66 is working with the Illinois Environmental Protection Agency and Attorney General’s office to resolve these allegations.

On March 7, 2012, the Bay Area Air Quality Management District (the District) issued a $302,500 demand to settle five Notices of Violation (NOVs) issued between 2008 and 2010 to the Phillips 66 Rodeo Refinery. The NOVs allege non-compliance with the District rules and/or facility permit conditions. Phillips 66 is working with the District to resolve this matter.

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Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A of our 2011 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

							Millions of Dollars
Period	Total Number of Shares Purchased*		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1-30, 2012		13,448,067	$	74.35		13,447,011	$	7,101
May 1-31, 2012		18,635,601		53.66		18,634,689		6,101
June 1-30, 2012		19,638,159		53.47		19,638,159		5,051
Total		51,721,827	$	58.97		51,719,859

  * Includes the repurchase of common shares from company employees in connection with the company’s broad-based employee incentive plans.

** On December 2, 2011, we announced a share repurchase program for up to $10 billion of common stock over the next two years. Acquisitions for the share repurchase program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Repurchases may be increased, decreased or discontinued at any time without prior notice. Shares of stock repurchased under the plan are held as treasury shares.

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Item 6. EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit Number	Filing Date	SEC File No.
2.1	Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	2.1	05/01/12	001-32395
10.1	Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	10.1	05/01/12	001-32395
10.2	Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	10.2	05/01/12	001-32395
10.3	Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	10.3	05/01/12	001-32395
10.4	Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	10.4	05/01/12	001-32395
10.5	Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.	8-K	10.5	05/01/12	001-32395
10.6*	Form of Restricted Stock Units Agreement under the ConocoPhillips Restricted Stock Program, dated April 4, 2012.
10.7*	Form of Restricted Stock Award Agreement under the ConocoPhillips Restricted Stock Program, dated May 8, 2012.
10.8*	Amendment and Restatement of Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips.
10.9*	Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits Plan.
10.10*	Amendment, Change of Sponsorship, and Restatement of Certain Nonqualified Deferred Compensation Plans of ConocoPhillips.
10.11.1*	Amendment and Restatement of Defined Contribution Make-Up Plan of ConocoPhillips - Title I.
10.11.2*	Amendment and Restatement of Defined Contribution Make-Up Plan of ConocoPhillips - Title II.
10.12.1*	Amendment and Restatement of Key Employee Deferred Compensation Plan of ConocoPhillips - Title I.
10.12.2*	Amendment and Restatement of Key Employee Deferred Compensation Plan of ConocoPhillips - Title II.

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		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit Number	Filing Date	SEC File No.
10.13*	Amendment and Restatement of Key Employee Supplemental Retirement Plan of ConocoPhillips.
10.14*	Amendment and Restatement of ConocoPhillips Supplemental Executive Retirement Plan.
12*	Computation of Ratio of Earnings to Fixed Charges.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32*	Certifications pursuant to 18 U.S.C. Section 1350.
99.2	Opinion of Wachtell, Lipton, Rosen & Katz concerning certain tax matters relating to the Distribution and certain related transactions.	8-K	99.2	05/01/12	001-32395
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Schema Document.
101.CAL*	XBRL Calculation Linkbase Document.
101.LAB*	XBRL Labels Linkbase Document.
101.PRE*	XBRL Presentation Linkbase Document.
101.DEF*	XBRL Definition Linkbase Document.

* Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONOCOPHILLIPS

/s/ Glenda M. Schwarz

Glenda M. Schwarz

Vice President and Controller

(Chief Accounting and Duly Authorized Officer)

July 31, 2012

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EX-10.6

Exhibit 10.6

RETIRING EXECUTIVE RESTRICTED STOCK UNITS AGREEMENT

Employee Name:

ID Number:

Payroll Country:

Number of Restricted Stock Units Granted:

Grant Date:

Grant Price:

Designated Date:

Vesting Schedule: With regard to these units, the units vest on the Designated Date and the restrictions on the vested units lapse six months after the Grantee’s Termination date.

Further Terms and Conditions

These Terms and Conditions describe terms and conditions of Restricted Stock Unit Awards granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to as the Plan) by ConocoPhillips (Company) to certain eligible Employees (Employees). These Terms and Conditions, together with the Annual Award Summary given to each Employee receiving an Award, form the Award Agreement (the Agreement) relating to the Awards described.

1. Type and Size of Grant. Subject to the Plans and this Agreement, the Company grants to certain eligible Employees Restricted Stock Units. Individual awards will be as set forth in the Annual Award Summary given to each Employee to whom an Award is granted. The Annual Award Summary for each Employee is made a part of this Agreement with regard to such Employee.

2. Grant Date, Price, and Plan. The Grant Date and Grant Price are as set forth above. Awards are made under the 2011 Omnibus Stock and Performance Incentive Plan.

3. Restrictions, Forfeiture, and Lapse of Restrictions. The Restricted Stock Units subject hereto may be canceled or forfeited as set forth herein. Except as otherwise noted in this Agreement, the following summary table describes restrictions and terms, forfeiture, and lapse of restrictions, subject to the more detailed provisions set forth below:

Effective April 4, 2012

Page 1 of 11

Exhibit 10.6

Summary Table

Summary of Termination Rules
Status	Termination Date	Forfeiture or Lapsing of Restrictions
Retirement (age 55 and 5 years of service)	Prior to Designated Date	Canceled upon Termination
	On or after Designated Date	Restrictions on remaining units lapse six months after Termination date
Layoff	Prior to Designated Date	Canceled upon Termination
	On or after Designated Date	Restrictions on remaining units lapse six months after Termination date
Disability	Any date after grant date	Restrictions lapse on Termination date
Death	Any date after grant date	Restrictions lapse on Termination date
Divestitures, outsourcing, and moves to joint ventures	Any date after grant date	Canceled upon Termination, unless approval otherwise
All other Terminations	Prior to Designated Date	Canceled upon Termination
	On or after Designated Date	Restrictions on remaining units lapse six months after Termination date

(a) Restrictions and Terms.

(i) The Award shall be held in escrow by the Company until the lapsing of restrictions placed upon the Award. The Employee shall not have the right to sell, transfer, assign, or otherwise dispose of Restricted Stock Units granted in an Award until the escrow is terminated. Except as set forth below, the Award shall be forfeited and the related Restricted Stock Units canceled upon the Employee’s Termination of Employment with the Company prior to the Designated Date. Restrictions shall lapse on the Restricted Stock Units granted in an Award on the date that is the earliest of the Grantee’s death, or six months after the Grantee’s Termination Date for a reason other than death unless the Award has previously forfeited and the related Restricted Stock Units canceled in whole or in part. Upon the lapsing of restrictions, the number of shares of unrestricted Stock equal to the number of shares of Restricted Stock Units for which the restrictions have so lapsed shall be registered in the Employee’s name, and the related shares of Restricted Stock Units shall be canceled; provided, however, that in places where it is determined by the Administrator that payout in the form of unrestricted Stock is prohibited by law, regulation, or decree, or where the cost of legal compliance to issue the unrestricted Stock would be unreasonably expensive, the Fair Market Value of such unrestricted Stock shall be paid in cash instead of settlement of the Award in unrestricted Stock. Cash payouts are only permitted where such legal restrictions exist. Settlement of the Award in unrestricted Stock or cash payout, if any, shall be made upon the lapsing of restrictions on the Award, but, in any event, shall be made no later than March 15 of the year following the year in which such restrictions lapse.

Effective April 4, 2012

Page 2 of 11

Exhibit 10.6

(ii) Restricted Stock Units do not have any voting rights or other rights generally associated with Stock, and are merely an obligation of the Company to make settlement in accordance with the terms and conditions applicable to such Restricted Stock Units. Restricted Stock Units shall accrue a dividend equivalent at such times as an ordinary quarterly cash dividend is paid on the Stock of the Company, which dividend equivalent shall be paid in cash to the Employee to whom the Award was made. Payment of a dividend equivalent, if any, shall be made on the first day of the third month of each calendar quarter (or, if the New York Stock Exchange is not open on such day, the first day that the New York Stock Exchange is open thereafter), and, in any event, shall be made no later than March 15 of the year following the year in which the ordinary quarterly cash dividend is paid.

(b) Termination of Employment.

(i) General Rule for Termination. If, prior to the Designated Date, the Employee’s employment with a Participating Company shall be terminated for any reason except death or Disability, any Restricted Stock Units remaining in escrow pursuant to such Award shall be canceled and all rights thereunder shall cease; provided, however, that the Authorized Party may, in its or his sole discretion, determine that all or any portion of an Award shall not be canceled due to Termination of Employment. If the Employee’s employment with a Participating Company shall be terminated on or after the Designated Date for any reason except death or Disability, the Employee shall retain the number of the Restricted Stock Units granted in the Award. Employment terminated by reason of Layoff or Retirement shall also be subject to this provision.

(ii) Disability. If, after the date the Award is granted, an Employee shall terminate employment following Disability of the Employee, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of Employment from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(iii) Death. If, after the date an Award is granted, a Employee shall die while in the employ of a Participating Company (and prior to the cancellation of the Award), the executor or administrator of the estate of the Employee or the person or persons to whom the Award shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution shall have the right to settlement of the Award to the same extent the Employee would have, had the Employee not died. In such case, the restrictions on the Award shall lapse upon the determination of death by the Administrator, and settlement shall be made in accordance with the settlement provisions above. No transfer of an Award, or of the unrestricted Stock or other proceeds of an Award, by the Employee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Administrator shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Administrator may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Award.

(iv) Transfers and Leaves. Transfer of employment between Participating Companies shall not constitute Termination of Employment for the purpose of any Award granted under the Program. Whether any leave of absence shall constitute Termination of Employment for the purposes of any Award granted under the Program shall be determined by the Administrator, in each case in accordance with applicable law and by application of the policies and procedures adopted by the Company in relation to such leave of absence.

(v) Divestiture, Outsourcing, or Move to Joint Venture. If, after the date the Award is granted, a Employee ceases to be employed by Participating Company as a result of (a) the outsourcing of a function, (b) the sale or transfer of all or a portion of the equity

Effective April 4, 2012

Page 3 of 11

Exhibit 10.6

interest of such Participating Company (removing it from the controlled group of companies of which the Company is a part), (c) the sale of all or substantially all of the assets of such Participating Company to another employer outside of the controlled group of corporations (whether the Employee is offered employment or accepts employment with the other employer), (d) the Termination of the Employee by a Participating Company followed by employment within a reasonable time with a company or other entity in which the Company owns, directly or indirectly, at least a 50% interest, prior to exercise of an Award, or (e) any other sale of assets determined by the Authorized Party to be considered a divestiture under this program, the Authorized Party may, in its or his sole discretion, determine that all or a portion of any such Award shall not be canceled. In such cases, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(vi) Change of Control. In the event of a Change of Control, as defined hereafter, unless explicitly provided otherwise in the applicable Award Agreement, all restrictions and other limitations applicable to any Restricted Stock Units granted in any Award shall lapse. The Employee shall be vested in the Restricted Stock Units and the Restricted Stock Units shall be non-forfeitable upon the Change of Control. Settlement in unrestricted Stock or cash shall be made at the same times and upon the same events as it would otherwise have been made in accordance with the settlement provisions above.

(vii) Notwithstanding anything herein to the contrary, in the event that this Award or the dividend equivalents associated with this Award are includible in income pursuant to section 409A of the Internal Revenue Code, settlement of the Award or any other distribution hereunder due to Separation from Service with the Company and its subsidiaries shall not be made to a “specified employee” (as that term is defined in section 409A(a)(2)(B)(i)) prior to six months after the specified employee’s Separation from Service from the Company and its subsidiaries (or, if earlier, the date of death of the specified employee).

(c) Detrimental Activities and Suspension of Award.

(i) If the Authorized Party determines that, subsequent to the grant of any Award, the Employee has engaged or is engaging in any activity which, in the sole judgment of the Authorized Party, is or may be detrimental to the Company or a subsidiary, the Authorized Party may cancel all or part of the Restricted Stock Units held in escrow pursuant to the Award or Awards granted to that Employee.

(ii) If the Authorized Party, in its or his sole discretion, determines that the lapsing of restrictions on Restricted Stock Units held in escrow pursuant to any Award has the possibility of violating any law, regulation, or decree pertaining to the Company or Employee, the Authorized Party may freeze or suspend the Employee’s right to settlement or payout of the Award until such time as the lapse of restrictions would no longer, in the sole discretion of the Authorized Party, have the possibility of violating such law, regulation, or decree.

(iii) Notwithstanding anything herein to the contrary, any Award is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act.

4. Assignment of Award Upon Death. Rights under the Plans and this Agreement cannot be assigned or transferred other than by (i) will or (ii) the laws of descent and distribution.

5. Tax Withholding. In all cases the Employee will be responsible to pay all required withholding taxes associated with an Award. Should a withholding tax obligation arise with regard to an Award or the lapsing of restrictions on Restricted Stock Units granted in an Award, the

Effective April 4, 2012

Page 4 of 11

Exhibit 10.6

withholding tax may be satisfied by withholding shares of Stock. The value of the shares of Stock withheld for this purpose shall not exceed the minimum withholding amount required by applicable laws and regulations. In cases where a withholding tax obligation arises prior to the lapse of restrictions on Restricted Stock Units granted in an Award, the withholding tax may be satisfied instead by payment of cash by the Employee. Payment of cash shall not be allowed unless the Employee has elected to make such payment by payroll withholding over a period of six months following the date the obligation shall arise, which election must be made within thirty days of the Grant Date of the relevant Award. If any interest is required under local laws, regulations, or decrees to be charged on or imputed against the payroll withholding, the Employee shall be responsible for paying such interest, which shall be withheld from pay over the same six-month period. In cases where payment by payroll withholding cannot be made due to circumstances arising after the election or where the Administrator has determined that such withholding would violate any applicable law, regulation, or decree, shares of Stock shall be withheld instead. When necessary, lapsing of restrictions may be accelerated by the Authorized Party to the extent necessary to provide shares of Stock to satisfy any withholding tax obligation. This withholding tax obligation includes, but is not limited to, federal, state, and local taxes, including applicable non-U.S. taxes such as U.K. PAYE.

6. Shareholder Rights for Restricted Stock Units. The Employee shall not have the rights of a shareholder until the Restricted Stock Unit has been canceled and ownership of shares of Stock has been transferred to the Employee. As described above, the Company may pay dividend equivalents with regard to Restricted Stock Units in certain circumstances.

7. Certain Adjustments. In the event certain corporate transactions, recapitalizations, or stock splits occur while Restricted Stock Units are outstanding, the Grant Price and the number of shares of Restricted Stock Units shall be correspondingly adjusted.

8. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, Awards are subject to all other applicable provisions of the Plan. The decisions of the Committee with respect to questions arising as to the interpretation of the Plan or this Agreement and as to findings of fact, shall be final, conclusive, and binding.

9. No Employment Guarantee. No provision of this Agreement shall confer any right upon the Employee to continued employment with any Participating Company.

10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

11. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of an Employee or to add to the rights of an Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, provided, in each case, that such changes or corrections shall not adversely affect the rights of the Employee with respect to the grant of an Award evidenced hereby without the Employee’s consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws.

Effective April 4, 2012

Page 5 of 11

Exhibit 10.6

DEFINITIONS

Capitalized terms not defined below shall have the meanings set forth in the Plan.

Authorized Party means the person who is authorized to approve an Award, exercise discretion or take action under the Administrative Procedure for the Restricted Stock Program and pursuant to the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard to other Employees, the Chief Executive Officer, acting as the Special Equity Award Committee of the Board of Directors of the Company, is the Authorized Party, although the Committee may act concurrently as the Authorized Party.

Award means any Restricted Stock Units granted to an Employee pursuant to such applicable terms, conditions, and limitations as the Authorized Party may establish in order to fulfill the objectives of the Program.

Change of Control has the meaning set forth in Attachment A to these Terms and Conditions.

Committee means the Human Resources and Compensation Committee of the Board of Directors of the Company, or any successor committee to it.

Company means ConocoPhillips, a Delaware corporation.

Designated Date means the date set forth on the Employee’s Award Summary as the Designated Date.

Disability means a disability for which the employee in question has been determined to be entitled to either (i) benefits under the applicable plan of long-term disability of the Company or its subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such determination, the Authorized Party may make a determination that the employee has a Disability.

Fair Market Value means, as of a particular date, the mean between the highest and lowest sales price per share of such Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the next preceding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at a designated time.

Grant Price means the Fair Market Value for one share of Stock as of the date of the grant of an Award. Grant price is not adjusted for any restrictions applicable to the Award.

Layoff means an applicable Termination of Employment due to layoff under the ConocoPhillips Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of the benefits under the redundancy or layoff plan are contingent on the employee’s signing a general release of liability, such Termination shall not be considered as a “Layoff” for purposes of this Award unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan. In order to be considered a layoff for purposes of this Award, the Termination of Employment must also be considered a Separation from Service.

Participating Company includes ConocoPhillips and its 100% owned subsidiaries, including both those directly owned and those owned through subsidiaries, whose participation has been approved by the Authorized Party.

Restricted Stock Unit means a unit equal to one share of Stock (as determined by the Authorized Party) that is subject to forfeiture provisions or that has certain restrictions attached to the ownership thereof.

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Exhibit 10.6

Retirement means Termination at age 55 or older with a minimum of 5 years service with a Participating Company; provided, however, that with regard to an Employee not on the United States payroll, the CEO may approve the use of a different definition. Service is defined by the policies of the Participating Company.

Senior Officer means the Chairman of the Board, the CEO, all other executive officers of the Company (determined in accordance with the Company’s custom and practice pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company whose salary grade is 26 or higher.

Separation from Service means “separation from service” as that term is used in section 409A of the Internal Revenue Code.

Stock means shares of common stock of the Company, par value $.01. Stock may also be referred to as “Common Stock.”

Termination and Termination of Employment mean cessation of employment with the Participating Companies, determined in accordance with the policies and practices of the Participating Company for whom the Employee was last performing services.

Effective April 4, 2012

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Exhibit 10.6

Attachment A

Change of Control

The following definitions apply to the Change of Control provision in Paragraph 10 of the Plan.

Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination.

Associate shall mean, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.

Beneficial Owner shall mean, with reference to any securities, any Person if:

(a) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the “Beneficial Owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination) such securities or otherwise has the right to vote or dispose of such securities;

(b) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to “beneficially own,” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or

(c) such Person or any of such Person’s Affiliates or Associates (i) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (a) of this definition) or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to beneficially own, any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, “voting” a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a shareholder list, to call a shareholder meeting or to inspect corporate books and records) or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security.

The terms beneficially own and beneficially owning shall have meanings that are correlative to this definition of the term Beneficial Owner.

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Exhibit 10.6

Board shall have the meaning set forth in the foregoing Plan.

Change of Control shall mean any of the following occurring on or after May 11, 2011:

(a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock or 20% or more of the combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied;

(b) individuals who, as of May 11, 2011, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 11, 2011 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened Election Contest that is subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the Exchange Act;

(c) the Company shall consummate a reorganization, merger, or consolidation, in each case, unless, following such reorganization, merger, or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such reorganization, merger, or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, or consolidation, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, or consolidation; or

(d) (i) the shareholders of the Company shall approve a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a plan of liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to a corporation with respect to which, following such sale or other disposition, all of the requirements of clauses (ii)(A), (B), and (C) of this subsection (d) are satisfied, or (ii) the Company shall consummate the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation or other entity, with respect to which, following such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock of such corporation, or common

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Exhibit 10.6

equity securities of an entity other than a corporation, and the combined voting power of the Voting Stock of such corporation or other entity is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation, or common equity securities of an entity other than a corporation, and the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (C) at least a majority of the members of the board of directors of such corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, were members of the Incumbent Board at the time of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company.

Common Stock shall have the meaning set forth in the foregoing Plan.

Company shall have the meaning set forth in the foregoing Plan.

Election Contest shall mean a solicitation of proxies of the kind described in Rule 14a-12(c) under the Exchange Act.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

Exempt Person shall mean any of the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan.

Exempt Rights shall mean any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of May 11, 2011 or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.

Exempt Transaction shall mean an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

Person shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization or other entity.

Voting Stock shall mean, (1) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors

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Exhibit 10.6

of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation.

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EX-10.7

Exhibit 10.7

RESTRICTED STOCK PROGRAM

May 8, 2012

OFF CYCLE AWARD AGREEMENT

Employee Name:

ID Number:

Payroll Country: United States of America

Number of Restricted Stock Units Granted:

Grant Date: May 8, 2012

Grant Price: $53.61

Vesting Schedule: The restrictions lapse and the units vest on the third anniversary of the Grant Date.

Further Terms and Conditions

This Key Employee Award Terms and Conditions describes terms and conditions of Restricted Stock or Restricted Stock Unit Awards, as part of the ConocoPhillips Restricted Stock Program (Program), granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to as the Plan) by ConocoPhillips (Company) to certain eligible Employees (Employees). These Terms and Conditions, together with the Annual Award Summary given to each Employee receiving an Award, form the Award Agreement (the Agreement) relating to the Awards described. The Agreement covers both Restricted Stock and Restricted Stock Units, and the term Employee covers recipients of Awards made either in Restricted Stock or Restricted Stock Units.

1. Type and Size of Grant. Subject to the Plans and this Agreement, the Company grants to certain eligible Employees Restricted Stock or Restricted Stock Units. Individual awards will be as set forth in the Annual Award Summary given to each Employee to whom an Award is granted. The Annual Award Summary for each Employee is made a part of this Agreement with regard to such Employee.

2. Grant Date, Price, and Plan. The Grant Date and the Grant Price are as set forth above. Awards are made under the Plan.

3. Restrictions, Forfeiture, and Lapse of Restrictions. The Restricted Stock or Restricted Stock Units subject hereto may be canceled or forfeited as set forth herein. Except as otherwise noted in this Agreement, the following summary table describes restrictions and terms, forfeiture, and lapse of restrictions, subject to the more detailed provisions set forth below:

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Exhibit 10.7

Summary Table

Summary of Termination Rules
Status	Termination Date	Forfeiture or Lapsing of Restrictions
Retirement (age 55 and 5 years of service)	Prior to 6 months from grant date	Canceled upon Termination
	6 months from grant date & after	Restrictions lapse on Termination date
Layoff	Prior to 6 months from grant date	Canceled upon Termination
	6 months to 1 year from grant date	Award is prorated and restrictions on remaining stock/units lapse on Termination date
	1 year from grant date & after	Restrictions lapse on Termination date
Disability	Any date after grant date	Restrictions lapse on Termination date
Death	Any date after grant date	Restrictions lapse on Termination date
Divestitures, outsourcing, and moves to joint ventures	Any date after grant date	Canceled upon Termination, unless approval otherwise
All other Terminations		Canceled upon Termination

(a) Restrictions and Terms.

(i) The Award shall be held in escrow by the Company until the lapsing of restrictions placed upon the Award. The Employee shall not have the right to sell, transfer, assign, or otherwise dispose of Restricted Stock or Restricted Stock Units granted in an Award until the escrow is terminated. Except as set forth below, the Award shall be forfeited and the related Restricted Stock or Restricted Stock Units canceled upon the Employee’s Termination of Employment with the Company prior to the lapsing of restrictions. Restrictions shall lapse on the Restricted Stock or Restricted Stock Units granted in an Award on the third anniversary of the Grant Date. Upon the lapsing of restrictions, the number of shares of unrestricted Stock equal to the number of shares of Restricted Stock or Restricted Stock Units for which the restrictions have so lapsed shall be registered in the Employee’s name, and the related shares of Restricted Stock or Restricted Stock Units shall be canceled; provided, however, that the Administrator may choose instead to issue any Restricted Stock with the restrictions removed, rather than cancel such Restricted Stock and issue unrestricted Stock; and further provided, however, that in places where it is determined by the Administrator that payout in the form of unrestricted Stock is prohibited by law, regulation, or decree, or where the cost of legal compliance to issue the unrestricted Stock would be unreasonably expensive, the Fair Market Value of such unrestricted Stock shall be paid in cash instead of settlement of the Award in unrestricted Stock. Cash payouts are only permitted where such legal restrictions exist. Settlement of the Award in unrestricted Stock or cash payout, if any, shall be made upon the lapsing of restrictions on the Award, but, in any event, shall be made no later than March 15 of the year following the year in which such restrictions lapse.

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Exhibit 10.7

(ii) Restricted Stock Units do not have any voting rights or other rights generally associated with Stock, and are merely an obligation of the Company to make settlement in accordance with the terms and conditions applicable to such Restricted Stock Units. Restricted Stock Units granted to Employees who are resident in the United States or the United Kingdom on the Grant Date shall accrue a dividend equivalent at such times as an ordinary quarterly cash dividend is paid on the Stock of the Company, which dividend equivalent shall be paid in cash to the Employee to whom the Award was made. Restricted Stock Units granted to Employees other than those described in the previous sentence shall not accrue a dividend equivalent. Payment of a dividend equivalent, if any, shall be made on the first day of the third month of each calendar quarter (or, if the New York Stock Exchange is not open on such day, the first day that the New York Stock Exchange is open thereafter), and, in any event, shall be made no later than March 15 of the year following the year in which the ordinary quarterly cash dividend is paid.

(iii) When an Award is made of Restricted Stock, such Restricted Stock will be held in escrow for the Employee to whom the Award is made. The Employee to whom the Award is made will have all rights of ownership to such stock including, but not limited to, voting rights and the right to receive dividends, except that the Employee to whom the Award is made shall not have the right to sell, transfer, assign, or otherwise dispose of such shares until the escrow is terminated. The escrow shall end upon, and to the extent of, the lapsing of restrictions.

(b) Termination of Employment.

(i) General Rule for Termination. If, prior to the date on which restrictions lapse in accordance with the schedule set forth in the Award, the Employee’s employment with a Participating Company shall be terminated for any reason except death, Disability, Retirement, or Layoff, any Restricted Stock or Restricted Stock Units remaining in escrow pursuant to such Award shall be canceled and all rights thereunder shall cease; provided, however, that the Authorized Party may, in its or his sole discretion, determine that all or any portion of an Award shall not be canceled due to Termination of Employment.

(ii) Layoff Within Six Months. If, prior to a date six months from the date an Award is granted, the Employee’s employment with a Participating Company shall be terminated by reason of Layoff, such Award shall be canceled and all rights thereunder shall cease.

(iii) Layoff Within One Year. If, on or after a date six months from the date an Award is granted but prior to a date one year from the date an Award is granted, the Employee’s employment with a Participating Company shall be terminated by reason of Layoff, the Employee shall retain a prorated number of the Award shares or units granted. The number of Award shares or units retained will be computed by multiplying the original number of Award shares or units granted by a fraction, the numerator of which is the number of full months of employment from the first day of the month in which the Award was granted until the date the employee is terminated and the denominator of which is 12. Such calculation shall be rounded down to the nearest whole share. In such case, the restrictions on the prorated Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(iv) Layoff After One Year. If, on or after a date one year from the date an Award is granted, the Employee’s employment with a Participating Company shall be terminated by reason of Layoff, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

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Exhibit 10.7

(v) Retirement After Six Months. If, on or after a date six months after the Grant Date of an Award, the Employee’s employment with a Participating Company shall be terminated by reason of Retirement, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(vi) Disability. If, after the date the Award is granted, an Employee shall terminate employment following Disability of the Employee, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of Employment from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(vii) Death. If, after the date an Award is granted, a Employee shall die while in the employ of a Participating Company, or after Termination of Employment by reason of Retirement, Disability, or Layoff (and prior to the cancellation of the Award), the executor or administrator of the estate of the Employee or the person or persons to whom the Award shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution shall have the right to settlement of the Award to the same extent the Employee would have, had the Employee not died. In such case, the restrictions on the Award shall lapse upon the determination of death by the Administrator, and settlement shall be made in accordance with the settlement provisions above. No transfer of an Award, or of the unrestricted Stock or other proceeds of an Award, by the Employee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Administrator shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Administrator may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Award.

(viii) Transfers and Leaves. Transfer of employment between Participating Companies shall not constitute Termination of Employment for the purpose of any Award granted under the Program. Whether any leave of absence shall constitute Termination of Employment for the purposes of any Award granted under the Program shall be determined by the Administrator, in each case in accordance with applicable law and by application of the policies and procedures adopted by the Company in relation to such leave of absence.

(ix) Divestiture, Outsourcing, or Move to Joint Venture. If, after the date the Award is granted, a Employee ceases to be employed by Participating Company as a result of (a) the outsourcing of a function, (b) the sale or transfer of all or a portion of the equity interest of such Participating Company (removing it from the controlled group of companies of which the Company is a part), (c) the sale of all or substantially all of the assets of such Participating Company to another employer outside of the controlled group of corporations (whether the Employee is offered employment or accepts employment with the other employer), (d) the Termination of the Employee by a Participating Company followed by employment within a reasonable time with a company or other entity in which the Company owns, directly or indirectly, at least a 50% interest, prior to exercise of an Award, or (e) any other sale of assets determined by the Authorized Party to be considered a divestiture under this program, the Authorized Party may, in its or his sole discretion, determine that all or a portion of any such Award shall not be canceled. In such cases, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

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Exhibit 10.7

(x) Change of Control. In the event of a Change of Control, as defined hereafter, unless explicitly provided otherwise in the applicable Award Agreement, all restrictions and other limitations applicable to any Restricted Stock or Restricted Stock Units granted in any Award shall lapse. With regard to such Restricted Stock, it shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. With regard to such Restricted Stock Units, the Employee shall be vested in the Restricted Stock Units and the Restricted Stock Units shall be non-forfeitable upon the Change of Control. Settlement in unrestricted Stock or cash shall be made at the same times and upon the same events as it would otherwise have been made in accordance with the settlement provisions above.

(xi) Notwithstanding anything herein to the contrary, in the event that this Award or the dividend equivalents associated with this Award are includible in income pursuant to section 409A of the Internal Revenue Code, settlement of the Award or any other distribution hereunder due to Separation from Service with the Company and its subsidiaries shall not be made to a “specified employee” (as that term is defined in section 409A(a)(2)(B)(i)) prior to six months after the specified employee’s Separation from Service from the Company and its subsidiaries (or, if earlier, the date of death of the specified employee).

(c) Detrimental Activities and Suspension of Award.

(i) If the Authorized Party determines that, subsequent to the grant of any Award, the Employee has engaged or is engaging in any activity which, in the sole judgment of the Authorized Party, is or may be detrimental to the Company or a subsidiary, the Authorized Party may cancel all or part of the Restricted Stock or Restricted Stock Units held in escrow pursuant to the Award or Awards granted to that Employee.

(ii) If the Authorized Party, in its or his sole discretion, determines that the lapsing of restrictions on Restricted Stock or Restricted Stock Units held in escrow pursuant to any Award has the possibility of violating any law, regulation, or decree pertaining to the Company or Employee, the Authorized Party may freeze or suspend the Employee’s right to settlement or payout of the Award until such time as the lapse of restrictions would no longer, in the sole discretion of the Authorized Party, have the possibility of violating such law, regulation, or decree.

(iii) Notwithstanding anything herein to the contrary, any Award is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act.

4. Assignment of Award Upon Death. Rights under the Plans and this Agreement cannot be assigned or transferred other than by (i) will or (ii) the laws of descent and distribution.

5. Tax Withholding. In all cases the Employee will be responsible to pay all required withholding taxes associated with an Award. Should a withholding tax obligation arise with regard to an Award or the lapsing of restrictions on Restricted Stock or Restricted Stock Units granted in an Award, the withholding tax may be satisfied by withholding shares of Stock. The value of the shares of Stock withheld for this purpose shall not exceed the minimum withholding amount required by applicable laws and regulations. In cases where a withholding tax obligation arises prior to the lapse of restrictions on Restricted Stock or Restricted Stock Units granted in an Award, the withholding tax may be satisfied instead by payment of cash by the Employee. Payment of cash shall not be allowed unless the Employee has elected to make such payment by payroll withholding over a period of six months following the date the obligation shall arise, which election must be made within thirty days of the Grant Date of the relevant Award. If any interest is required under local laws, regulations, or decrees to be charged on or imputed against the payroll withholding, the Employee shall be responsible for paying such interest, which shall

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Exhibit 10.7

be withheld from pay over the same six-month period. In cases where payment by payroll withholding cannot be made due to circumstances arising after the election or where the Administrator has determined that such withholding would violate any applicable law, regulation, or decree, shares of Stock shall be withheld instead. When necessary, lapsing of restrictions may be accelerated by the Authorized Party to the extent necessary to provide shares of Stock to satisfy any withholding tax obligation. This withholding tax obligation includes, but is not limited to, federal, state, and local taxes, including applicable non-U.S. taxes such as U.K. PAYE.

6. Shareholder Rights for Restricted Stock Units. The Employee shall not have the rights of a shareholder until the Restricted Stock Unit has been canceled and ownership of shares of Stock has been transferred to the Employee. As described above, the Company may pay dividend equivalents with regard to Restricted Stock Units in certain circumstances.

7. Certain Adjustments. In the event certain corporate transactions, recapitalizations, or stock splits occur while Restricted Stock or Restricted Stock Units are outstanding, the Grant Price and the number of shares of Restricted Stock or Restricted Stock Units shall be correspondingly adjusted.

8. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, Awards are subject to all other applicable provisions of the Plan. The decisions of the Committee with respect to questions arising as to the interpretation of the Plan or this Agreement and as to findings of fact, shall be final, conclusive, and binding.

9. No Employment Guarantee. No provision of this Agreement shall confer any right upon the Employee to continued employment with any Participating Company.

10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

11. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of an Employee or to add to the rights of an Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, provided, in each case, that such changes or corrections shall not adversely affect the rights of the Employee with respect to the grant of an Award evidenced hereby without the Employee’s consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws.

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Exhibit 10.7

DEFINITIONS

Capitalized terms not defined below shall have the meanings set forth in the Plan.

Authorized Party means the person who is authorized to approve an Award, exercise discretion or take action under the Administrative Procedure for the Restricted Stock Program and pursuant to the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard to other Employees, the Chief Executive Officer, acting as the Special Equity Award Committee of the Board of Directors of the Company, is the Authorized Party, although the Committee may act concurrently as the Authorized Party.

Award means any Restricted Stock or Restricted Stock Units granted to an Employee pursuant to such applicable terms, conditions, and limitations as the Authorized Party may establish in order to fulfill the objectives of the Program.

Change of Control has the meaning set forth in Attachment A to these Terms and Conditions.

Committee means the Human Resources and Compensation Committee of the Board of Directors of the Company, or any successor committee to it.

Company means ConocoPhillips, a Delaware corporation.

Disability means a disability for which the employee in question has been determined to be entitled to either (i) benefits under the applicable plan of long-term disability of the Company or its subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such determination, the Authorized Party may make a determination that the employee has a Disability.

Fair Market Value means, as of a particular date, the mean between the highest and lowest sales price per share of such Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the next preceding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at a designated time.

Grant Price means the Fair Market Value for one share of Stock as of the date of the grant of an Award. Grant price is not adjusted for any restrictions applicable to the Award.

Layoff means an applicable Termination of Employment due to layoff under the ConocoPhillips Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of the benefits under the redundancy or layoff plan are contingent on the employee’s signing a general release of liability, such Termination shall not be considered as a “Layoff” for purposes of this Award unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan. In order to be considered a layoff for purposes of this Award, the Termination of Employment must also be considered a Separation from Service.

Participating Company includes ConocoPhillips and its 100% owned subsidiaries, including both those directly owned and those owned through subsidiaries, whose participation has been approved by the Authorized Party.

Restricted Stock means shares of Stock that have certain restrictions attached to the ownership thereof.

Restricted Stock Unit means a unit equal to one share of Stock (as determined by the Authorized Party) that is subject to forfeiture provisions or that has certain restrictions attached to the ownership thereof.

Effective 5/8/2012

Page 7

Exhibit 10.7

Retirement means Termination at age 55 or older with a minimum of 5 years service with a Participating Company; provided, however, that with regard to an Employee not on the United States payroll, the CEO may approve the use of a different definition. Service is defined by the policies of the Participating Company.

Senior Officer means the Chairman of the Board, the CEO, all other executive officers of the Company (determined in accordance with the Company’s custom and practice pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company whose salary grade is 26 or higher.

Separation from Service means “separation from service” as that term is used in section 409A of the Internal Revenue Code.

Stock means shares of common stock of the Company, par value $.01. Stock may also be referred to as “Common Stock.”

Termination and Termination of Employment mean cessation of employment with the Participating Companies, determined in accordance with the policies and practices of the Participating Company for whom the Employee was last performing services.

Effective 5/8/2012

Page 8

Exhibit 10.7

Attachment A

Change of Control

The following definitions apply to the Change of Control provision in Paragraph 10 of the Plan.

Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination.

Associate shall mean, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.

Beneficial Owner shall mean, with reference to any securities, any Person if:

(a) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the “Beneficial Owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination) such securities or otherwise has the right to vote or dispose of such securities;

(b) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to “beneficially own,” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or

(c) such Person or any of such Person’s Affiliates or Associates (i) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (a) of this definition) or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to beneficially own, any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, “voting” a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a shareholder list, to call a shareholder meeting or to inspect corporate books and records) or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security.

The terms beneficially own and beneficially owning shall have meanings that are correlative to this definition of the term Beneficial Owner.

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Page 9

Exhibit 10.7

Board shall have the meaning set forth in the foregoing Plan.

Change of Control shall mean any of the following occurring on or after May 11, 2011:

(a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock or 20% or more of the combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied;

(b) individuals who, as of May 11, 2011, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 11, 2011 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened Election Contest that is subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the Exchange Act;

(c) the Company shall consummate a reorganization, merger, or consolidation, in each case, unless, following such reorganization, merger, or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such reorganization, merger, or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, or consolidation, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, or consolidation; or

(d) (i) the shareholders of the Company shall approve a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a plan of liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to a corporation with respect to which, following such sale or other disposition, all of the requirements of clauses (ii)(A), (B), and (C) of this subsection (d) are satisfied, or (ii) the Company shall consummate the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation or other entity, with respect to which, following such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock of such corporation, or common

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Page 10

Exhibit 10.7

equity securities of an entity other than a corporation, and the combined voting power of the Voting Stock of such corporation or other entity is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation, or common equity securities of an entity other than a corporation, and the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (C) at least a majority of the members of the board of directors of such corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, were members of the Incumbent Board at the time of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company.

Common Stock shall have the meaning set forth in the foregoing Plan.

Company shall have the meaning set forth in the foregoing Plan.

Election Contest shall mean a solicitation of proxies of the kind described in Rule 14a-12(c) under the Exchange Act.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

Exempt Person shall mean any of the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan.

Exempt Rights shall mean any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of May 11, 2011 or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.

Exempt Transaction shall mean an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

Person shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization or other entity.

Voting Stock shall mean, (1) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors

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Exhibit 10.7

of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation.

Effective 5/8/2012

Page 12

EX-10.8

Exhibit 10.8

Annex to

Nonqualified Deferred Compensation Arrangements of

ConocoPhillips

Preamble.

ConocoPhillips is a Delaware corporation which has publicly traded stock. ConocoPhillips, while having its headquarters and substantial operations, assets, and employees in the United States, operates through numerous subsidiaries throughout the world, some of which have, or have had, services performed by directors, officers, employees, and independent contractor personnel. In some instances, compensation for services performed may include nonqualified deferred compensation plans as that term is defined in section 409A of the Internal Revenue Code and the regulations issued thereunder. The purpose of this Annex is to add certain provisions to any nonqualified deferred compensation plan to which section 409A applies so as to make such plan compliant with the provisions of the law. In the event that the provisions herein conflict with provisions in a written plan document governing a particular arrangement to which section 409A applies, the provisions herein shall apply, but only to the extent necessary to comply with section 409A. Even in situations where an arrangement is unwritten, the provisions herein shall apply. Likewise, in situations where an arrangement generally falls outside of the scope of section 409A, but due to particular circumstances or conditions the arrangement becomes subject to section 409A, the provisions herein shall apply, but only to the extent necessary to comply with section 409A. The provisions herein shall not apply to any arrangements that existed prior to the effective dates of section 409A and were grandfathered under section 409A so that the provisions of section 409A do not apply to such arrangements; provided, however, that in the event such an arrangement becomes subject to section 409A, for instance, through a material amendment (as that term is used in the regulations), then the provisions herein shall apply to such arrangement, but only to the extent necessary to comply with section 409A. The provisions herein shall apply only to nonqualified deferred compensation arrangements maintained or sponsored by ConocoPhillips or any member of its controlled group (as hereinafter defined).

Section 1. Definitions.

Unless otherwise specified in a particular document relating to an NQDC Arrangement, the following definitions will apply (1) to all NQDC Arrangements under which benefits are earned or vested on or after January 1, 2005, and (2) to any other NQDC Arrangement to which there has been a “material modification” (as that term is used in section 409A of the Code and regulations thereunder) on or after October 3, 2004.

(a) “Affiliated Company” shall mean any corporation or other entity that is not a Subsidiary but that would be treated as a single employer with

1

Exhibit 10.8

ConocoPhillips, under section 414(b) or (c) of the Code if, in making this determination, in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 50%” were used.

(b) “Affiliated Group” shall mean ConocoPhillips, its Subsidiaries, and it’s Affiliated Companies.

(c) “Board” shall mean the Board of Directors of ConocoPhillips.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(e) “Company” shall mean ConocoPhillips Company, a Delaware corporation, which is a Subsidiary of ConocoPhillips.

(f) “ConocoPhillips” shall mean ConocoPhillips, a Delaware corporation.

(g) “Consultant” shall mean Independent Contractor.

(h) “Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

(i) “Director” shall mean a member of the Board of Directors of ConocoPhillips.

(j) “Employee” shall mean an employee of ConocoPhillips or any of its Subsidiaries.

(k) “Employer” shall mean ConocoPhillips or its Subsidiary or Affiliated Company, as the case may be, that employs an Employee.

(l) “Independent Contractor” shall mean a person other than an Employee or a Nonemployee Director providing bona fide services to ConocoPhillips or any of its Subsidiaries as a consultant, advisor, or other service provider, as applicable.

(m) “International NQDC Arrangement” shall mean a compensation or benefit plan, program, or arrangement that is maintained by a Subsidiary for its Employees who are performing services outside of the United States (or other jurisdictions subject to section 409A of the Code) which, if maintained for Employees of ConocoPhillips or its Subsidiaries who perform services within the United States (or other jurisdictions subject to section 409A of the Code), would be considered a “nonqualified deferred compensation plan” under section 409A of the Code and the regulations issued thereunder.

(n) “Non-Employee Director” shall mean a Director who is not also an Employee.

(o) “NQDC Arrangement” shall mean a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code and the regulations issued thereunder that is sponsored or maintained by ConocoPhillips or any of its Subsidiaries.

(p) “Participant” shall mean an Employee or other Service Provider who is eligible to participate in a particular NQDC Arrangement.

(q) “Participating Company” shall mean a Subsidiary that has adopted a particular NQDC Arrangement and one or more Employees of which are Participants in the particular NQDC Arrangement.

(r) “Separation from Service” shall mean the date on which the Participant separates from service with the Controlled Group within the meaning of Code

2

Exhibit 10.8

section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

(s) “Specified Employee” shall mean an individual who is a “specified employee” under section 409A of the Code and the regulations issued thereunder. For purposes of the spin-off of Phillips 66 from ConocoPhillips, a specified employee shall be determined in accordance with the special rules for spin-offs under Treas. Reg. §1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.

(t) “Subsidiary” shall mean any corporation or other entity that is treated as a single employer with ConocoPhillips, under section 414(b) or (c) of the Code; provided, that in making this determination, in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

(u) “Wholly-Owned Subsidiary” shall mean a Subsidiary that also meets the following criteria, as applicable: (i) in the case of a corporation, any corporation of which ConocoPhillips directly or indirectly owns shares representing 100% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the shareholders of such corporation, or (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which ConocoPhillips directly or indirectly owns 100% or more of the voting, capital, or profits interests (whether in the form of partnership interests, membership interests or otherwise).

3

Exhibit 10.8

Section 2. Substitution of Language.

Wherever in a particular document relating to an NQDC Arrangement the phrases “as soon as practicable,” “as soon as possible,” or the like is used, it is hereby excised. Instead, the date of the related event or date or time otherwise specified in the document shall be set as the relevant date or time for an action to be performed or a determination to be made. Participants shall have no right to complain or make a claim about an action or determination, including any payment due, that is to be made on a specified date or time if the action or determination is made no earlier than 30 days prior to the specified date, time, or event and no later than the end of the calendar year in which such specified date, time, or event falls (or, if later, by the 15^th day of the third calendar month following the specified date, time, or event).

Section 3. No Suspension of Payments.

In the event that a particular NQDC Arrangement provides that there will be a suspension of any payment obligation upon the rehire of a former Employee on or after January 1, 2005, such provision shall be given no force or effect and payment obligations shall be made as if the former Employee had not been rehired.

Section 4. Payments to Specified Employees Due to Separation from Service.

In the event that a payment from an NQDC Arrangement is payable to an Employee due to a Separation from Service and the Employee is a Specified Employee on the date of Separation from Service, no payment may be made to such Specified Employee from the NQDC Arrangement before the date that is six months after the date of Separation from Service or, if earlier, the date of death; provided, however, that this does not apply to payments that are excepted pursuant to the last sentence of section 1.409A-3(i)(2)(i) of the regulations issued under section 409A of the Code.

Section 5. Modification of Single Trigger Payments.

In the event that an NQDC Arrangement provides for payment due to a Change of Control, Change in Control, or similar term as defined in the NQDC Arrangement, then the definition of Change of Control, Change in Control, or similar term in the NQDC Arrangement shall be replaced in determining whether such payment is due and shall have the same meaning as the term “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” under section 409A of the Internal Revenue Code; provided, however, that this provision shall not apply to payments made due to another reason, such as Separation from Service or death, following the change event.

4

Exhibit 10.8

Section 6. International Plans and Employees.

In the event that an Employee who is a taxpayer subject to the Code becomes a Participant in an International NQDC Arrangement, then, to the extent that no exceptions or exclusions apply to prevent taxation pursuant to section 409A of the Code of the benefits under that International NQDC Arrangement, the Employee shall have the right to elect payment of the amount of the benefits earned or vested under that International NQDC Arrangement that are in excess of the exceptions or exclusions from application of section 409A of the Code. Such payment, if elected, shall be made on December 31 of the year in which such benefits accrue.

Section 7. Compliance with Code Section 409A.

It is intended that the NQDC Arrangements comply with section 409A of the Code and any regulations, guidance and transitional rules issued thereunder, and the NQDC Arrangements shall be interpreted and operated consistently with that intent. If the any person with authority to interpret an NQDC Arrangement shall determine that any provisions of the NQDC Arrangement do not comply with the requirements of section 409A of the Code, such person shall inform the person having authority to amend the NQDC Arrangement who may amend the NQDC Arrangement in any respect it deems necessary (including retroactively) in order to preserve compliance with said section 409A; provided, however, that any such amendment affecting amounts previously deferred under the NQDC Arrangement shall be made in a manner that seeks to preserve the economic value of such deferred amounts to the Participant.

The Annex was first executed on the 19^th day of December, 2008, effective January 1, 2005 (or, in the case of a material modification to an NQDC Arrangement made on or after October 3, 2004, effective October 3, 2004). The Annex is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

    /s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

5

EX-10.9

Exhibit 10.9

BURLINGTON RESOURCES INC.

MANAGEMENT SUPPLEMENTAL BENEFITS PLAN

- 1 -

Exhibit 10.9

BURLINGTON RESOURCES INC.

MANAGEMENT SUPPLEMENTAL BENEFITS PLAN

		Page
Section 1	Definitions		1
Section 2	Administration		5
Section 3	Participants		5
Section 4	Benefits		6
Section 5	General Provisions		11

- i -

Exhibit 10.9

BURLINGTON RESOURCES INC.

MANAGEMENT SUPPLEMENTAL BENEFITS PLAN

PREAMBLE

WHEREAS, Burlington Resources Inc. (the “Company”) established the Burlington Resources Inc, Management Supplemental Benefits Plan (the “Plan”) in order for the Company to attract and retain exceptional employees, effective January 1, 1997;

NOW, THEREFORE, effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement, the Plan is hereby amended and restated.

SECTION 1

DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings indicated:

1.1 Beneficiary means the person(s) designated by a Participant, on a form provided by the Plan Administrator and filed with the Company’s Human Resources Department, to receive benefits from the Plan in the event of his or her death. A Participant may change his or her beneficiary designation at any time. If no designated Beneficiary survives the Participant, the Beneficiary shall be the Participant’s surviving spouse or, if none, his or her estate.

1.2 Board means the Board of Directors of the Company.

1.3 Code means the Internal Revenue Code of 1986, as amended.

- 1 -

Exhibit 10.9

1.4 Company means Burlington Resources Inc., a Delaware corporation.

1.5 Compensation Committee means the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips.

1.6 ConocoPhillips means ConocoPhillips, a Delaware corporation, or any successor corporation. ConocoPhillips is a publicly held corporation and the indirect parent of the Company.

1.7 Controlled Group means ConocoPhillips and its Subsidiaries.

1.8 Employer means the Company and its subsidiaries.

1.9 Executive Plan means the Burlington Resources Inc, Supplemental Benefits Plan.

1.10 Grandfathered Benefit means any benefit payable under this Plan which is considered as deferred before January 1, 2005 and therefore grandfathered for purposes of Section 409A of the Code and any regulations and guidance issued thereunder. Notwithstanding the foregoing, except with regard to Participants who have commenced payment of benefits under Section 4.1 of the Plan on or before December 31, 2008, benefits under Section 4.1 of the Plan shall not be considered Grandfathered Benefits.

1.11 Memorandum Account means a notional account credited with interest, as provided in Section 4.2.

1.12 Non-Grandfathered Benefit means any benefit payable under this Plan which is not a Grandfathered Benefit.

1.13 Participant means each employee who participates in the Plan in accordance with Section 3.

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Exhibit 10.9

1.14 Pay Limitations means the compensation limitations applicable to the RSP that are set forth in Code section 401(a)(17), as adjusted.

1.15 Pension Plan means Title VI of the ConocoPhillips Retirement Plan.

1.16 Permanent Disability means the Plan Administrator has found, upon the basis of medical evidence satisfactory to it, that a Participant is totally disabled, whether due to physical or mental condition, so as to be prevented from engaging in further full-time employment by the Employer and that such disability is reasonably expected to be permanent or long-term. Notwithstanding the foregoing, in the case of any Non-Grandfathered Benefits, “Permanent Disability” shall mean (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is receiving, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participant’s employer.”

1.17 Plan means the Burlington Resources Inc. Management Supplemental Benefits Plan as amended from time to time.

1.18 Plan Administrator means the person who is the highest level officer of the Company with primary responsibility for human resources, or such person’s successor.

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Exhibit 10.9

1.19 RSP means the Burlington Resources Inc. Retirement Savings Plan.

1.20 RSP Pay means the compensation used to accrue a benefit under the RSP.

1.21 SBP Pay means the compensation used to accrue a benefit under the RSP without regard to Pay Limitations or voluntary salary reduction pursuant to sections 125 or 401(k) of the Code.

1.22 Separation from Service means the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

1.23 Specific Employee means a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and regulations and guidance issued thereunder.

1.24 Subsidiary means any corporation or other entity that is treated as a single employer with ConocoPhillips under section 414(b) or (c) of the Code. In applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 4l4(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under

- 4 -

Exhibit 10.9

common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

1.25 Surviving Spouse means the person to whom surviving spouse death benefits are to be paid pursuant to the terms of the Pension Plan.

1.26 Termination means a Participant’s Separation from Service with the Controlled Group, including by reason of death, retirement or Permanent Disability.

SECTION 2

ADMINISTRATION

2.1 Plan Administrator. The Plan shall be administered by the Plan Administrator. Subject to review by the Compensation Committee, the Plan Administrator shall have the complete authority and power to interpret the Plan, prescribe, amend and rescind rules relating to its administration, select eligible Participants, determine a Participant’s (or Surviving Spouse’s or Beneficiary’s) right to a payment and the amount of such payment, and to take all other actions necessary or desirable for the administration of the Plan. All actions and decisions of the Plan Administrator shall be final and binding upon all Participants, Surviving Spouses and Beneficiaries.

SECTION 3

PARTICIPANTS

3.1 Participants. The Plan Administrator shall determine and designate the key employees of the Employer who are eligible to receive benefits under the Plan (the “Participants”). Participants will be limited to those employees who, because of their

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Exhibit 10.9

management or staff positions, have the principal responsibility for the management, direction and success of the Company as a whole or a subsidiary or a particular business unit thereof; provided, however, an employee who is a participant in the Executive Plan shall not be eligible to participate in this Plan. Each Participant must be a “member of a select group of management or highly compensated employees,” as those terms are defined in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended.

SECTION 4

BENEFITS

4.1 Supplemental Pension Benefits. Upon a Participant’s Termination, the Company shall pay or cause to be paid to such Participant (or his or her Surviving Spouse in the case of his or her death) supplemental pension benefits under this Plan which, when combined with the amounts he or she is entitled to receive under the Pension Plan, shall equal the retirement or Surviving Spouse death benefits which would have been payable to the Participant or his or her Surviving Spouse had the Pension Plan’s benefit formula been applied:

(a) without regard to any of the limitations of Section 415 of the Code,

(b) by including in the Participant’s compensation during the period for which the Pension Plan benefits are computed, to the extent not already done so under the Pension Plan, any amount that has not been taken into account due to (i) the limitations of Section 401(a)(17) of the Code, or (ii) an elective reduction of compensation by the Participant under Section 125 or 40l(k) of the Code, and

- 6 -

Exhibit 10.9

(c) by taking into account any service granted to the Participant and any benefit formula adjustments required by an employment contract with the Employer.

Supplemental pension benefits under this Section 4.1 shall be vested and nonforfeitable to the same extent that the related benefits under the Pension Plan are vested and nonforfeitable.

4.2 Supplemental RSP Benefits. Upon a Participant’s Termination or Permanent Disability, the Company shall pay or cause to be paid to such Participant (or his or her Beneficiary in the case of his or her death) supplemental RSP benefits calculated as described below. For any payroll period in which a Participant’s SBP Pay exceeds his or her RSP Pay, a benefit amount shall be credited to the Participant’s Memorandum Account no later than the end of the second month following the date that Company contributions are made to the Participant’s RSP account with regard to such payroll period, or would have been made to such account if the Participant had received Company contributions to the RSP account with regard to that payroll period. The benefit amount so credited shall equal the then applicable rate of matching contributions under the RSP for a similarly situated participant times the amount by which the Participant’s SBP Pay for that payroll period exceeds his or her RSP Pay for that payroll period. Supplemental RSP benefits under this Section 4.2 shall be fully vested and nonforfeitable.

4.3 Determination of Lump Sum Supplemental Pension Benefit Payments. The amount of a lump sum payment of supplemental pension benefits to a Participant (or his or her Surviving Spouse in the event of the Participant’s Termination on account of

- 7 -

Exhibit 10.9

death) shall be determined by calculating the benefit according to the terms of the Pension Plan as a whole life annuity, then calculating the present value of such benefit, using the actuarial assumptions specified in the Pension Plan for determining benefits of equivalent value except, in lieu of the Pension Benefit Guaranty Corporation (“PBGC”) rates for calculating lump sums specified in the Pension Plan, the interest rate shall be the immediate PBGC rate in effect on January 1 of the year in which the lump sum payment becomes payable (or such other date during such year as the Plan Administrator, in its sole discretion, may designate).

Notwithstanding the foregoing, with regard to Participants whose benefits have not commenced payment on or before December 31, 2008, the actuarial assumptions specified in the Pension Plan for determining benefits of equivalent value shall be used and the applicable methodology for applying different rates or mortality tables or other factors to different portions of the benefit accrued over time periods when such different rates, tables, or other factors are applicable shall be used. For this purpose, the terms of the Pension Plan are those in effect as of the benefit commencement date used in this Plan. If the applicable provisions of the Pension Plan do not provide a methodology, a reasonable methodology, as determined by the Plan Administrator, shall be used.

4.4 Investment of Accounts. Each Memorandum Account shall accrue interest on the phantom Employer Matching Contributions credited to such Account from such date of crediting through the date of the distribution of such Account. Such interest shall be credited to the Memorandum Account as of such valuation dates as shall be determined by the Plan Administrator. The Plan Administrator shall determine, in its sole discretion, the rate of interest to be credited periodically to the Memorandum Accounts;

- 8 -

Exhibit 10.9

provided, however, that in no event may the interest rate be less than the Moody’s Long-Term Corporate Bond Yield Average (as it may be adjusted from time to time); and, provided, further, that the Plan may not be amended to reduce or eliminate this minimum rate of interest.

4.5 Time and Manner of Payments. Upon a Participant’s Termination (and with respect to a Participant’s RSP benefit, upon his or her Permanent Disability), the Company shall pay to such Participant (or to his or her Surviving Spouse or Beneficiary in case of the Participant’s death) an amount in cash equal to (i) the present value of the Participant’s accrued supplemental pension benefits under Section 4.1, and/or (ii) the balance then credited to his or her Memorandum Account in a lump sum payment.

Payment of benefits shall be made in the month following the month in which the Participant’s Termination or Permanent Disability date occurs, whichever is applicable; provided, however, that with respect to any Non-Grandfathered Benefits, in the case of a Participant whom the Plan Administrator determines is or may be a Specified Employee and who becomes entitled to a payment by reason of his or her Termination, no distribution of such Non-Grandfathered Benefits may be made by reason of the Participation’s Termination before the date which is 6 months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). The determination by the Plan Administrator that a Participant is a Specified Employee shall be conclusive and binding. In the event of such 6-month delay, the deferred amount will accrue interest in accordance with Section 4.4 through the date of distribution.

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Exhibit 10.9

4.6 Acceleration of Payments. This Section 4.6 shall only apply to Grandfathered Benefits. The Plan Administrator or Compensation Committee, as applicable, in its sole discretion, may accelerate the payment of all or part of a Participant’s Memorandum Account upon its determination that the Participant has incurred a “severe financial hardship” resulting from a sudden and unexpected illness or accident of such person or of a dependent, a loss of such person’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of such person. The Plan Administrator or Compensation Committee, as applicable, in making its determination of severe financial hardship may consider such factors and require such information as it deems appropriate, but, in any case, payment may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise or by liquidation of such person’s assets, to the extent liquidation of such assets will not itself cause severe financial hardship.

4.6A Acceleration of Payments of Non-Grandfathered Benefits. Anything in this Plan to the contrary notwithstanding, with respect to Non-Grandfathered Benefits, this Section 4.6A shall apply in lieu of Section 4.6.

Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may accelerate the payment of all or part of the unpaid balance of a Participant’s Memorandum Account at the request of the Participant upon its determination that the Participant has incurred an unforeseeable emergency. For this purpose, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s

- 10 -

Exhibit 10.9

spouse, or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution may be made on account of an unforeseeable emergency only if the amounts distributed with respect to an emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

This Section 4.6A shall no longer be effective on or after January 1, 2009.

4.7 Transfer of Benefits to Executive Plan. If a Participant under this Plan is subsequently designated as a participant in the Executive Plan, his or her benefits then accrued under Sections 4.1 and 4.2 shall be automatically transferred to the Executive Plan and thereafter shall be payable solely pursuant to the Executive Plan.

SECTION 5

GENERAL PROVISIONS

5.1 Unfunded Obligation. The amounts to be paid to Participants and/or their Surviving Spouses and Beneficiaries pursuant to this Plan are unfunded obligations of the Company, The Company is not required to segregate any monies from its general funds, to create any trusts, or to make any special deposits with respect to this obligation. Title to and beneficial ownership of any investments, including trust investments, which the Company may make to fulfill this obligation shall at all times remain in the Company.

- 11 -

Exhibit 10.9

Any investments and the creation or maintenance of any trust or memorandum accounts shall not create or constitute a trust or a fiduciary relationship between the Plan Administrator or the Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or his or her Beneficiary or his or her creditors in any assets of the Company whatsoever. The Participants (and Beneficiaries) shall have no claim against the Company for any changes in the value of any Memorandum Account and shall be general unsecured Creditors of the Company with respect to any payment due under this Plan.

5.2 Incapacity of Participant or Beneficiary. If the Plan Administrator finds that any Participant, Surviving Spouse or Beneficiary to whom a payment is payable under the Plan is unable to care for his or her affairs because of illness or accident or is under a legal disability, any payment due (unless a prior claim therefore shall have been made by a duly appointed legal representative) at the discretion of the Committee, may be paid to the spouse; child, parent or brother or sister of such Participant, Surviving Spouse or Beneficiary or to any person whom the Plan Administrator has determined has incurred expense for such Participant, Surviving Spouse or Beneficiary. Any such payment shall be a complete discharge of the obligations of the Company under the provisions of the Plan,

5.3 Nonassignment. The right of a Participant, Surviving Spouse or Beneficiary to the payment of any amount under the Plan may not be assigned, transferred, pledged or encumbered in any manner nor shall such right or other interests be subject to attachment, garnishment, execution or other legal process,

- 12 -

Exhibit 10.9

5.4 No Right to Continued Employment. Nothing in the Plan shall be construed to confer upon any Participant any right to continued employment with the Employers, nor interfere in any way with the right of an Employer to terminate the employment of such Participant at any time without assigning any reason therefor.

5.5 Withholding Taxes. Appropriate taxes shall be withheld from a Participant’s compensation and all payments made to Participants, Surviving Spouses and Beneficiaries pursuant to the Plan.

5.6 Termination and Amendment. Subject to Section 5.8 and the limitation set forth in the third sentence of Section 4.4, the Compensation Committee may from time to time amend, suspend or terminate the Plan, in whole or in part, and if the Plan is suspended or terminated, the Compensation Committee may reinstate any or all of its provisions. Subject to Section 5.8 and the limitation set forth in the third sentence of Section 4.4, the Plan Administrator may also amend, suspend or terminate the Plan; provided, however, that it may not substantially increase the obligations of the Company under the Plan (provided, however, that the addition of notional subaccounts for investments shall not be deemed an increase in the obligations of the Company). No amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Surviving Spouse or Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination. If the Plan is terminated, Participants, Surviving Spouses and Beneficiaries who have accrued benefits under the Plan as of the date of termination will receive payment of such benefits at the times specified in the Plan.

- 13 -

Exhibit 10.9

5.7 Applicable Law. Except to the extent preempted by applicable federal law, the Plan shall be construed and governed in accordance with the laws of the State of Texas.

5.8 Compliance with Code Section 409A. With respect to Non-Grandfathered Benefits, it is intended that this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Compensation Committee shall determine that any provisions of this Plan as applicable to Non-Grandfathered Benefits do not comply with the requirements of Section 409A of the Code, the Compensation Committee shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

It is intended that any Grandfathered Benefits qualify under the grandfather provisions of Section 409A of the Code and the regulations and guidance thereunder so that such Grandfathered Benefits are not subject to said Section 409A. No amendments shall be made to this Plan (or to any other plan that may affect the Grandfathered Benefits) that would cause the loss of such grandfather protection.

If a portion of a Participant’s Benefit (and earnings, gains, and losses thereon) is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.

- 14 -

Exhibit 10.9

5.9 Compliance with Securities Laws. It is the intention of the Company that, so long as any of ConocoPhillips’ equity securities are registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, this Plan shall be operated in compliance with 16(b) and, if any Plan provision or transaction is found not to comply with Section 16(b), that provision or transaction, as the case may be, shall be deemed null and void ab initio. Notwithstanding anything in the Plan to the contrary, the Company, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers and directors subject to Section 16(b) without so restricting, limiting or conditioning the Plan with respect to other Participants.

5.10 Distribution of Shares of Phillips 66. At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Management Supplemental Benefits Plan - Burlington Resources Inc. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. On and after the Effective Time, the Company, ConocoPhillips, other members of the Controlled Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Controlled Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Management Supplemental Benefits Plan - Burlington Resources Inc.

- 15 -

Exhibit 10.9

The Plan is hereby amended and restated effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, effective at the time set forth above.

/s/ Carin S. Knickel            

Carin S. Knickel

Vice President Human Resources

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EX-10.10

Exhibit 10.10

AMENDMENT, CHANGE OF SPONSORSHIP, AND RESTATEMENT

OF

CERTAIN NONQUALIFIED DEFERRED COMPENSATION PLANS

OF

CONOCOPHILLIPS

Premises

Phillips 66 is a subsidiary of ConocoPhillips, but pursuant to the Separation and Distribution Agreement between ConocoPhillips and Phillips 66, Phillips 66 will become, on the Distribution Date specified in that Agreement, a separate publicly-traded corporation. In connection with the Separation and Distribution Agreement, ConocoPhillips and Phillips 66 have also entered into an Employee Matters Agreement dealing with matters relating to employees and their compensation and benefits.

ConocoPhillips Company, a subsidiary of ConocoPhillips, sponsors and maintains the nonqualified deferred compensation plans set forth on Schedule A hereto (the “Plans”), for the benefit of the participants and beneficiaries eligible for such plans and in accordance with their terms and conditions.

As of the Effective Time, as defined in the Employee Matters Agreement, Phillips 66 Company will be a subsidiary of Phillips 66.

Pursuant to the Employee Matters Agreement, Phillips 66 has undertaken to assume, or cause one of its subsidiaries to assume, the liabilities under the Plans in respect of employees and their beneficiaries who are assigned to Phillips 66 or one or more of its subsidiaries as part of the repositioning contemplated by the Separation and Distribution Agreement. In order to accomplish this, it is desirable for Phillips 66 Company to sponsor and maintain plans similar to the Plans. It is also desirable for ConocoPhillips Company to amend the Plans to effectuate this, by spinning off from the Plans other plans to be sponsored and maintained after the Effective Time by Phillips 66 Company (the “Phillips 66 Plans,” set forth on Schedule B hereto). Furthermore, it is desirable to amend and restate the Plans (the “Restated Plans”) which will continue to have the liabilities in respect of employees and their beneficiaries who are assigned to ConocoPhillips or one or more of its subsidiaries or are Former COP Group Employees (as that term is used in the Employee Matters Agreement).

Amendment

In consideration of the foregoing premises, the Plans are hereby amended as follows:

1. The Plans are amended to spin-off the Phillips 66 Plans in substantially the form of the documents attached hereto, subject to such modifications as Chantal Veevaete or any of the officers of Phillips 66 Company shall determine desirable.

2. The sponsor of the Phillips 66 Plans is changed from ConocoPhillips Company to Phillips 66 Company.

1

Exhibit 10.10

3. The Plans are amended and restated in substantially the form of the documents attached hereto, to become the Restated Plans, subject to such modifications as any of the officers of ConocoPhillips Company shall determine desirable.

4. The amendments and the change in sponsorship with regard to the Phillips 66 Plans shall be effective at the times and upon the conditions stated therein, upon the further condition of their execution by Chantal Veevaete or any of the officers of Phillips 66 Company.

5. The amendments and restatements with regard to the Restated Plans shall be effective at the times and upon the conditions stated therein, upon the further condition of their execution by any of the officers of ConocoPhillips Company.

Executed April 19, 2012.

For ConocoPhillips Company

/s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

2

Exhibit 10.10

Schedule A

ConocoPhillips Key Employee Supplemental Retirement Plan

ConocoPhillips Supplemental Executive Retirement Plan

Deferred Compensation Make-Up Plan of ConocoPhillips, Title I and Title II

Key Employee Deferred Compensation Plan of ConocoPhillips, Title I and Title II

Burlington Resources Inc. Management Supplemental Benefits Plan

3

Exhibit 10.10

Schedule B

Phillips 66 Key Employee Supplemental Retirement Plan

Phillips 66 Supplemental Executive Retirement Plan

Phillips 66 Deferred Compensation Make-Up Plan, Title I and Title II

Phillips 66 Key Employee Deferred Compensation Plan, Title I and Title II

Phillips 66 Burlington Resources Inc. Management Supplemental Benefits Plan

4

EX-10.11.1

Exhibit 10.11.1

DEFINED CONTRIBUTION MAKE-UP PLAN

OF

CONOCOPHILLIPS

TITLE I

(Effective for benefits earned and vested prior to

January 1, 2005)

The Defined Contribution Make-Up Plan of ConocoPhillips is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide certain specified benefits to Highly Compensated Employees whose benefits under the ConocoPhillips Savings Plan might otherwise be limited. Title I of this Plan is effective with regard to benefits earned and vested prior to January 1, 2005, while Title II of this Plan is effective with regard to benefits earned or vested after December 31, 2004. Other than earnings, gains, and losses, no further benefits shall accrue under Title I of this Plan after December 31, 2004.

This Title I of the Plan is intended (1) to be a “grandfathered” plan pursuant to Code section 409A, as enacted as part of the American Jobs Creation Act of 2004, and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

- 1 -

Exhibit 10.11.1

Section 1. Definitions.

For purposes of the Plan, the following terms, as used herein, shall have the meaning specified:

(a) “Affiliated Company” shall mean ConocoPhillips and any company or other legal entity that is controlled, either directly or indirectly, by ConocoPhillips.

(b) “Affiliated Group” shall mean ConocoPhillips and its subsidiaries and affiliates in which it owns a 5% or more equity interest.

(c) “Allocation Ratio” shall mean the ratio determined by dividing (i) an amount equal to the total value of the unallocated shares of Stock allocated to Stock Savings Feature participants and beneficiaries as of a Stock Savings Feature Semiannual Allocation Date or Supplemental Allocation Date (as defined in the CPSP) by (ii) an amount equal to the total net Stock Savings Feature employee deposits used in the calculation of the Stock Savings Feature Semiannual Allocation or Supplemental Allocation (as defined in the CPSP).

(d) “Beneficiary” shall mean a person or persons designated by a Participant to receive, in the event of death, any unpaid portion of a Participant’s Benefit from this Plan. Any Participant may designate one or more persons primarily or contingently as beneficiaries in writing upon forms supplied by and delivered to the Company, and may revoke such designations in writing. If a Participant fails to properly designate a beneficiary, then the Benefits will be paid in the following order of priority:

(i) Surviving spouse; then

(ii) Surviving children in equal shares; then

(iii) To the estate of the Participant.

(e) “Benefit” shall mean an obligation of the Company to pay amounts from this Plan.

- 2 -

Exhibit 10.11.1

(f) “Board” shall mean the Board of Directors of the Company, as it may be comprised from time to time.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(h) “CPSP” shall mean the ConocoPhillips Savings Plan.

(i) “Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips or any successor committee with substantially the same responsibilities.

(j) “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any successor corporation.

(k) “Company Stock Fund” shall mean an investment fund under this Plan that is accounted for as if investments were made in the common stock, $0.01 par value, of ConocoPhillips, although no such actual investments need be made, with accounting entries being sufficient therefor.

(l) “Disability” shall mean the inability, in the opinion of the Medical Director of ConocoPhillips, of a Participant, because of an injury or sickness, to work at a reasonable occupation that is available with a member of the Affiliated Group.

(m) “Employee” shall mean any individual who is a salaried employee of the Company or any Participating Subsidiary.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time, or any successor statute.

- 3 -

Exhibit 10.11.1

(o) “Highly Compensated Employee” shall mean an Employee whose compensation exceeds the amount set forth in Code Section 401(a)(17), as amended from time to time, or who is eligible to elect a voluntary salary reduction under the provisions of the KEDCP.

(p) “KEDCP” shall mean the Key Employee Deferred Compensation Plan of ConocoPhillips or any similar or successor plan maintained by an Affiliated Company.

(q) “Layoff” or “Laid Off” shall mean layoff under the Phillips Layoff Plan, the Work Force Stabilization Plan of Phillips Petroleum Company, the Phillips Petroleum Company Executive Severance Plan, the Conoco Severance Pay Plan, the Conoco Inc. Key Employee Severance Plan, or any similar plan which the Company, any Participating Subsidiary, or a member of the Affiliated Group may adopt from time to time under the terms of which the Participant executes and does not revoke a general release of liability, acceptable to the Company, Participating Subsidiary, or a member of the Affiliated Group, as applicable, under such layoff plan.

(r) “Other Obligations” shall mean the “Other Obligations” as defined in the Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan into Key Employee Deferred Compensation Plan of ConocoPhillips and Defined Contribution Make-Up Plan of ConocoPhillips, pursuant to which a portion of the Amended and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan is merged into this Plan effective October 3, 2003.

(s) “Participant” shall mean an Employee who is eligible to receive a Benefit from this Plan as a result of being a Highly Compensated Employee and any person for whom a Supplemental Thrift Feature Account and/or a Supplemental Stock Savings Feature Account is maintained.

- 4 -

Exhibit 10.11.1

(t) “Participating Subsidiary” shall mean a subsidiary of ConocoPhillips, which has adopted the CPSP, and one or more Employees of which are Participants eligible to make deposits to the CPSP, or are eligible for Benefits pursuant to this Plan.

(u) “Pay” shall mean “Pay” as defined in the CPSP except without regard to Pay Limitations or voluntary Salary Reduction under provisions of the KEDCP.

(v) “Pay Limitations” shall mean the compensation limitations applicable to the CPSP that are set forth in Code section 401(a)(17), as adjusted.

(w) “Plan Administrator” shall mean the Manager, Compensation and Benefits, of the Company, or his successor.

(x) “Retirement” shall mean termination of employment with the Company, a Participating Subsidiary, or a member of the Affiliated Group that qualifies the Employee for Retirement as that term is defined in the applicable provisions of the ConocoPhillips Retirement Plan, the Retirement Plan of Conoco, or of the applicable retirement plan of a member of the Affiliated Group. Notwithstanding the foregoing, an Employee will not be considered to be in Retirement for purposes of this Plan if he is entering Retirement under the Retirement Plan of Conoco prior to age 55, unless he had attained age 50 on or before August 30, 2002.

(y) “Stock” shall mean shares of common stock, $0.01 par value, issued by ConocoPhillips.

(z) “Stock Savings Feature” shall mean the Stock Savings Feature of the CPSP.

- 5 -

Exhibit 10.11.1

(aa) “Supplemental Thrift Contributions” shall mean, (i) prior to the month in which the Participant’s Pay first exceeds the Pay Limitations in a year, the same percentage of a Participant’s Pay that the Participant is depositing as a Basic Deposit to the Thrift Feature for that month multiplied by the amount of the Participant’s voluntary salary reduction under the KEDCP for that month, and (ii) provided the Participant is making deposits to the Thrift Feature for the month in which the Participant’s Pay exceeds the Pay Limitations and each month thereafter until the end of the year, the same percentage of the Participant’s Pay that the Participant was depositing as a Basic Deposit to the Thrift Feature for the month in which he or she reached the Pay Limitations for the year, multiplied by the sum of the amount of the Participant’s voluntary salary reduction under the KEDCP for that month plus the amount of the Participant’s Pay for that month that is in excess of the Pay Limitations for that year.

(bb) “Supplemental Stock Savings Feature Account” shall mean the Plan Benefit account of a Participant that reflects the portion of his or her Benefit that is intended to replace certain Stock Savings Feature benefits to which the Participant might otherwise be entitled but for the application of the Pay Limitations and/or a voluntary salary reduction under the KEDCP.

(cc) “Supplemental Stock Savings Contributions” shall mean (i) prior to the month in which the Participant’s Pay first exceeds the Pay Limitations in a year, for each month that the Participant makes deposits to the Stock Savings Feature, 1% of the amount of the Participant’s voluntary salary reduction under the KEDCP for that month, and (ii) provided the Participant is making deposits to the Stock Savings Feature in the month in which the Participant’s Pay exceeds the Pay Limitations, for that month and for each month thereafter until the end of the year, 1% of the sum of the amount of the Participant’s voluntary salary reduction under the KEDCP for that month plus the amount of the Participant’s Pay for that month that is in excess of the Pay Limitations for that year.

- 6 -

Exhibit 10.11.1

(dd) “Supplemental Thrift Feature Account” shall mean the Plan Benefit account of a Participant which reflects the portion of his or her Benefit which is intended to replace certain Thrift Feature benefits to which the Participant might otherwise be entitled but for the application of the Pay Limitations and/or a voluntary salary reduction under the KEDCP.

(ee) “Thrift Feature” shall mean the Thrift Feature of the CPSP.

(ff) “Trustee” shall mean the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.

(gg) “Valuation Date” shall mean “Valuation Date” as defined in the CPSP.

Section 2. Purpose.

The purpose of this Plan is to provide supplemental benefits for those Highly Compensated Employees whose benefits under the CPSP are affected by Pay Limitations or by a voluntary reduction in salary under provisions of KEDCP. This Plan is intended to be and shall be administered as an unfunded benefit plan for those Highly Compensated Employees, who are considered to be a select group of management or highly compensated employees.

Section 3. Eligibility.

Benefits may only be granted to Highly Compensated Employees.

- 7 -

Exhibit 10.11.1

Section 4. Supplemental Thrift Feature Account Benefits.

For each payroll period in which Company Contributions to a Participant’s account in the Thrift Feature are, or would be, limited by the Pay Limitations and/or by a voluntary salary reduction to the KEDCP, a Benefit amount shall be credited to his or her Supplemental Thrift Feature Account no later than the end of the month following the Valuation Date that Company contributions are made to the Participant’s Thrift Feature Account, or would be made to such account but for Pay Limitations. The Participant will be credited with an amount equal to the amount of his or her Supplemental Thrift Contributions each month to the same investment funds and in the same proportions as the Participant has directed his or her latest available investment allocation for Deposits to the Thrift Feature.

Section 4.1 Supplemental Thrift Feature Account Earnings

The Supplemental Thrift Feature Account shall be eligible to be invested in the same investment funds as are made available to Participants in the Thrift Feature from time to time. While such investments shall consist solely of book entries and shall not actually be invested in such funds, the book entry share value of such deemed investment funds in this Plan shall be determined to be the same share value as the actual value of shares in the investment funds of the CPSP. The amounts deemed invested in this Plan shall be valued at the same time and in the same manner as though they were actually invested in the CPSP. Also, deemed investments in the Participant’s Supplemental Thrift Feature Account may be exchanged into other available investment funds in the same manner, at the same times, and subject to the same limitations as though the deemed amounts were actually invested in the CPSP. However, to the extent that earnings in the form of dividends on Company Stock in the CPSP are eligible to be passed through to the Participant, such dividends will be deemed to have been reinvested in the Company Stock Fund of this Plan, without regard to whether the Participant has made a pass through election under the CPSP.

- 8 -

Exhibit 10.11.1

Section 5. Supplemental Stock Savings Feature Account Benefits.

For each month in which a Semiannual Allocation or Supplemental Allocation (as defined in the CPSP) to a Participant’s account in the Stock Savings Feature is, or would be, limited by the Pay Limitations and/or by a voluntary salary reduction under the KEDCP, a Benefit amount shall be credited to his or her Supplemental Stock Savings Feature Account. The amount to be credited shall be calculated in shares in the Company Stock Fund of this Plan as though the Participant had made Supplemental Stock Savings Contributions and shall be equal to (i) the Participant’s Supplemental Stock Savings Contributions during the applicable Allocation Period (as defined in the CPSP) multiplied by the applicable Allocation Ratio, divided by (ii) the share value for the Company Stock Fund of the CPSP on the applicable Allocation Date. This amount shall be credited no later than the end of the month following the Valuation Date that the Semiannual Allocation or Supplemental Allocation to the Company Stock Fund would have been made had the Participant received a Semiannual Allocation or Supplemental Allocation under the Stock Savings Feature. A share in the Company Stock Fund of the Supplemental Stock Savings Feature Account shall have a value equivalent to a share in the Company Stock Fund of the CPSP.

Section 5.1 Supplemental Stock Savings Account Feature Earnings

After being initially invested in the Company Stock Fund account, the amounts in the Participant’s Supplemental Stock Savings Feature Account shall thereafter be eligible to be invested in the same investment funds as are made available to Participants in the CPSP from time to time. While such investments shall consist solely of book entries and shall not actually be invested in such funds, the book entry share value of such deemed investment funds in this Plan shall be determined to be the same share value as the actual value of shares in the investment funds of the CPSP. The amounts deemed invested in this Plan shall be valued at the same time and in the same manner as though they were actually invested in the CPSP. Also, deemed investments in the Participant’s Supplemental Stock Savings Feature Account may be

- 9 -

Exhibit 10.11.1

exchanged into other available investment funds in the same manner, at the same times, and subject to the same limitations as though the deemed amounts were actually invested in the CPSP. However, to the extent that earnings in the form of dividends on Company Stock in the CPSP are eligible to be passed through to the Participant, such dividends will be deemed to have been reinvested in the Company Stock Fund of this Plan, without regard to whether the Participant has made a pass through election under the CPSP.

Section 6. Payment.

If a Participant terminates employment with the Affiliated Group for any reason except death, Disability, Layoff during or after the year in which the Participant reaches age 50, or Retirement, Benefits which the Participant is eligible to receive under this Plan shall be paid in one lump sum cash payment as soon as practicable following his or her termination. If a Participant dies prior to Retirement, Benefits which the Participant is eligible to receive under this Plan shall be paid in one lump sum cash payment to the Participant’s Beneficiary as soon as practicable after his or her death. If a Participant Retires, is Laid off during or after the year in which the Participant reaches age 50, or becomes Disabled, Benefits which the Participant is eligible to receive under this Plan shall be paid in one lump sum cash payment as soon as practicable following the Participant’s Retirement, Layoff, determination of Disability, or termination of employment; provided that such a Participant may indicate a preference to defer part or all of such lump sum cash payment under the terms of the KEDCP.

All lump sum cash payments shall be made only as of a Valuation Date and shall be net of withholding for applicable taxes required by law.

The Chief Executive Officer of ConocoPhillips, with respect to Participants who are not subject to section 16 of the Exchange Act, and the Committee, with respect to Participants who are subject to section 16 of the Exchange Act, shall consider such indication of preference and shall respectively decide in the Chief Executive Officer’s or the Committee’s sole discretion whether

- 10 -

Exhibit 10.11.1

to accept or reject the preference expressed. In the event the Chief Executive Officer or the Committee, as applicable, accepts such Participant’s preference, the Participant’s Benefit from this Plan shall be credited as an Award under the KEDCP as soon as practicable after the Participant’s Retirement, Layoff, or the date the Participant is determined to be Disabled.

Section 7. Administration.

(a) The Plan shall be administered by the Plan Administrator. The Plan Administrator may delegate to employees of the Company or any Affiliated Company the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take such other steps deemed necessary, advisable, or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Plan Administrator may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Benefits hereunder.

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant, or denial. In the event that a claim is denied in whole or in part by the Plan Administrator, the claimant, within ninety days of receipt of said claim by the Plan Administrator, shall receive written notice of denial. Such notice shall contain:

(1) A statement of the specific reason or reasons for the denial;

(2) Specific references to the pertinent provisions hereunder on which such denial is based;

(3) A description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

- 11 -

Exhibit 10.11.1

(4) An explanation of the following claims review procedure set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly denied in whole or in part by the Plan Administrator may request a review of the denial by making written application to the Trustee. The claimant shall have the right to review all pertinent documents relating to the claim and to submit issues and comments in writing to the Trustee. Any person filing an appeal from the denial of a claim must do so in writing within sixty days after receipt of written notice of denial. The Trustee shall render a decision regarding the claim within sixty days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable time, but not later than 120 days after receipt of the request for review. The decision of the Trustee shall be in writing and, in the case of the denial of a claim in whole or in part, shall set forth the same information as is required in an initial notice of denial by the Plan Administrator, other than an explanation of this claims review procedure. The Trustee shall have absolute discretion in carrying out its responsibilities to make its decision of an appeal, including the authority to interpret and construe the terms hereunder, and all interpretations, findings of fact, and the decision of the Trustee regarding the appeal shall be final, conclusive, and binding on all parties.

(d) Compliance with the procedures described in paragraphs (b) and (c) shall be a condition precedent to the filing of any action to obtain any benefit or enforce any right that any individual may claim hereunder. Notwithstanding anything to the contrary in this Plan, these paragraphs (b), (c) and (d) may not be amended without the written consent of a seventy-five percent (75%) majority of Participants and Beneficiaries and such paragraphs shall survive the termination of this Plan until all benefits accrued hereunder have been paid.

- 12 -

Exhibit 10.11.1

Section 8. Rights of Employees and Participants.

Nothing contained in the Plan (or in any other documents related to this Plan or to any Benefit) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Company or any member of the Affiliated Group or constitute any contract or limit in any way the right of the Company or any member of the Affiliated Group to change such person’s compensation or other benefits or to terminate the employment of such person with or without cause.

Section 9. Awards in Foreign Countries.

The Board or its delegate shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or Participating Subsidiaries may operate to assure the viability of the Benefits of Participants employed in such countries and to meet the purpose of this Plan.

Section 10. Amendment and Termination.

The Board reserves the right to amend or terminate this Plan at any time, and to delegate such authority as the Board deems necessary or desirable; provided that no member of the Board who is also a Participant shall participate in any action which has the actual or potential effect of increasing his or her Benefits hereunder; and further provided, the Company shall remain liable for any Benefits accrued under this Plan prior to the date of amendment or termination.

Section 11. Unfunded Plan.

All amounts payable under this Plan shall be paid solely from the general assets of the Company and any rights accruing to a Participant under the Plan shall be those of a general creditor; provided, however, that the Company or ConocoPhillips may establish one or more grantor trusts to satisfy part or all of the Company’s Plan payment obligations so long as the Plan remains unfunded for purposes of Title I of ERISA.

- 13 -

Exhibit 10.11.1

Section 12. Miscellaneous Provisions.

(a) No right or interest of a Participant under this Plan shall be assignable or transferable, in whole or in part, directly or indirectly, by operation of law or otherwise (excluding devolution upon death or mental incompetency), without the prior consent of the Board.

(b) This Plan was previously restated and amended on December 29, 2005, effective as of January 1, 2005. Effective at that time, this Plan assumed the Other Obligations and any other obligations, claims, benefits, rights, and duties as set forth in the Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan into Key Employee Deferred Compensation Plan of ConocoPhillips and Defined Contribution Make-Up Plan of ConocoPhillips, pursuant to which a portion of the Amended and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan was merged into this Plan effective October 3, 2003. Such Other Obligations shall be deemed to be part of the Supplemental Thrift Benefit Feature account of each affected Participant and book entries made in accordance with the investment directions for each affected Participant at such time.

(c) No amount accrued or payable hereunder shall be deemed to be a portion of an Employee’s compensation or earnings for the purpose of any other employee benefit plan adopted or maintained by the Company, nor shall this Plan be deemed to amend or modify the provisions of the CPSP.

(d) This Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

- 14 -

Exhibit 10.11.1

(e) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

(f) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Defined Contribution Make-Up Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. Notwithstanding Section 10, on and after the Effective Time, the Company, other members of the Affiliated Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Affiliated Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.

Further, as of the Distribution, any Phillips 66 common stock (“Phillips 66 Stock”) held in the Company Stock Fund shall be transferred to a separate investment fund under this Plan that is accounted for as if investments were made in Phillips 66 Stock, although no such actual investments need be made, with accounting entries being sufficient therefor. Investments in the Phillips 66 Stock fund will be determined as of the Distribution. On and after the Distribution, a Participant will be allowed to hold or liquidate his or her deemed investment in Phillips 66 Stock. No additional deemed investments in Phillips 66 Stock will be allowed to be elected.

- 15 -

Exhibit 10.11.1

Section 13. Effective Date of the Restated Plan.

Title I of the Defined Contribution Make-Up Plan of ConocoPhillips is hereby amended and restated effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

/s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

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EX-10.11.2

Exhibit 10.11.2

DEFINED CONTRIBUTION MAKE-UP PLAN

OF

CONOCOPHILLIPS

TITLE II

(Effective for benefits earned or vested after

December 31, 2004)

2012 RESTATEMENT

The Defined Contribution Make-Up Plan of ConocoPhillips is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide certain specified benefits to Highly Compensated Employees whose benefits under the ConocoPhillips Savings Plan might otherwise be limited. Title I of this Plan is effective with regard to benefits earned and vested prior to January 1, 2005, while Title II of this Plan is effective with regard to benefits earned or vested after December 31, 2004. Earnings, gains, and losses shall be allocated to the Title of the Plan to which the underlying obligations giving rise to them are allocated.

This Title II of the Plan is intended (1) to comply with Code section 409A, as enacted as part of the American Jobs Creation Act of 2004, and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

- 1 -

Exhibit 10.11.2

Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

Section 1. Definitions.

For purposes of the Plan, the following terms, as used herein, shall have the meaning specified:

(a) “Allocation Ratio” shall mean the ratio determined by dividing (i) an amount equal to the total value of the unallocated shares of Stock allocated to Stock Savings Feature participants and beneficiaries as of a Stock Savings Feature Semiannual Allocation Date or Supplemental Allocation Date (as defined in the CPSP) by (ii) an amount equal to the total net Stock Savings Feature employee deposits used in the calculation of the Stock Savings Feature Semiannual Allocation or Supplemental Allocation (as defined in the CPSP).

(b) “Beneficiary” shall mean a person or persons designated by a Participant to receive, in the event of death, any unpaid portion of a Participant’s Benefit from this Plan. Any Participant may designate one or more persons primarily or contingently as beneficiaries in writing upon forms supplied by and delivered to the Company, and may revoke such designations in writing. If a Participant fails to properly designate a beneficiary, then the Benefits will be paid in the following order of priority:

(i) Surviving spouse; then

(ii) Surviving children in equal shares; then

(iii) To the estate of the Participant.

(c) “Benefit” shall mean an obligation of the Company to pay amounts from this Plan.

(d) “Board” shall mean the Board of Directors of the Company, as it may be comprised from time to time.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(f) “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any successor corporation. The Company is a subsidiary of ConocoPhillips.

- 2 -

Exhibit 10.11.2

(g) “Company Stock Fund” shall mean an Investment Option under this Plan that is accounted for as if investments were made in the common stock, $0.01 par value, of ConocoPhillips, although no such actual investments need be made, with accounting entries being sufficient therefor.

(h) “ConocoPhillips” shall mean ConocoPhillips, a Delaware corporation, or any successor corporation. ConocoPhillips is a publicly held corporation and the parent of the Company.

(i) “Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

(j) “CPSP” shall mean the ConocoPhillips Savings Plan.

(k) “CPSP Pay” shall mean “Pay” as defined in the CPSP.

(l) “DCMP Pay” shall mean “Pay” as defined in the CPSP without regard to Pay Limitations or voluntary salary reduction under provisions of the KEDCP.

(m) “Election Form” shall mean a written form, including one in electronic format, provided by the Plan Administrator pursuant to which a Participant may elect the time and form of payment of his or her Benefit.

(n) “Employee” shall mean any individual who is a salaried employee of the Company or any Participating Subsidiary.

(o) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

(p) “Frozen Plan” shall mean Title I of the Defined Contribution Make-Up Plan of ConocoPhillips.

(q) “Highly Compensated Employee” shall mean an Employee whose DCMP Pay exceeds the amount set forth in Code section 401(a)(17), as amended from time to time, or who is eligible to elect a voluntary salary reduction under the provisions of the KEDCP.

(r) “Investment Options” shall mean the investment options, as determined from time to time by the Plan Administrator, used to credit earnings, gains, and losses on Supplemental Thrift Feature Account and Supplemental Stock Savings Feature Account balances.

- 3 -

Exhibit 10.11.2

(s) “KEDCP” shall mean the Key Employee Deferred Compensation Plan of ConocoPhillips or any similar or successor plan maintained by a member of the Controlled Group.

(t) “Ongoing Plan” shall mean Title II of the Defined Contribution Make-Up Plan of ConocoPhillips.

(u) “Participant” shall mean an Employee who is eligible to receive a Benefit from this Plan as a result of being a Highly Compensated Employee and any person for whom a Supplemental Thrift Feature Account and/or a Supplemental Stock Savings Feature Account is maintained.

(v) “Participating Subsidiary” shall mean a Subsidiary which has adopted the CPSP, and one or more Employees of which are Participants eligible to make deposits to the CPSP, or are eligible for Benefits pursuant to this Plan.

(w) “Pay Limitations” shall mean the compensation limitations applicable to the CPSP that are set forth in Code section 401(a)(17), as adjusted.

(x) “Plan” shall mean the Defined Contribution Make-Up Plan of ConocoPhillips. The Plan is sponsored and maintained by the Company.

(y) “Plan Administrator” shall mean the Manager, Compensation and Benefits, of the Company, or his successor.

(z) “Plan Year” means January 1 through December 31.

(aa) “Separation from Service” shall mean the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

- 4 -

Exhibit 10.11.2

(bb) “Stock” shall mean shares of common stock, $0.01 par value, issued by ConocoPhillips.

(cc) “Stock Savings Feature” shall mean the Stock Savings Feature of the CPSP.

(dd) “Subsidiary” shall mean any corporation or other entity that is treated as a single employer with ConocoPhillips under section 414(b) or (c) of the Code. In applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

(ee) “Supplemental Stock Savings Contributions” shall mean an amount equal to 1% of the amount of the Participant’s DCMP Pay for a Plan Year that is in excess of the Participant’s CPSP Pay for such Plan Year.

(ff) “Supplemental Stock Savings Feature Account” shall mean the Plan Benefit account of a Participant that reflects the portion of his or her Benefit that is intended to replace certain Stock Savings Feature benefits to which the Participant might otherwise be entitled but for the application of the Pay Limitations and/or a voluntary salary reduction under the KEDCP.

(gg) “Supplemental Thrift Contributions” shall mean an amount equal to 1.25% of the amount of the Participant’s DCMP Pay for a Plan Year that is in excess of the Participant’s CPSP Pay for such Plan Year.

(hh) “Supplemental Thrift Feature Account” shall mean the Plan Benefit account of a Participant which reflects the portion of his or her Benefit which is intended to replace certain Thrift Feature benefits to which the Participant might otherwise be entitled but for the application of the Pay Limitations and/or a voluntary salary reduction under the KEDCP.

(ii) “Thrift Feature” shall mean the Thrift Feature of the CPSP.

(jj) “Trustee” shall mean the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.

(kk) “Valuation Date” shall mean “Valuation Date” as defined in the CPSP.

- 5 -

Exhibit 10.11.2

Section 2. Purpose.

The purpose of this Plan is to provide supplemental benefits for those Highly Compensated Employees whose benefits under the CPSP might otherwise be affected by Pay Limitations or by a voluntary reduction in salary under provisions of KEDCP.

Section 3. Eligibility.

Benefits may only be granted to Highly Compensated Employees.

Section 4. Supplemental Thrift Feature Account Benefits.

For any payroll period in which a Highly Compensated Employee’s DCMP Pay exceeds his or her CPSP Pay, a Benefit amount shall be credited to a Highly Compensated Employee’s Supplemental Thrift Feature Account for the Ongoing Plan no later than the end of the month following the Valuation Date that Company contributions are made to the Highly Compensated Employee’s Thrift Feature account, or would have been made to such account if the Highly Compensated Employee had received Company contributions under the Thrift Feature. The Benefit amount so credited shall equal 1.25% of the amount by which the Highly Compensated Employee’s DCMP Pay for that payroll period exceeds his or her CPSP Pay for that payroll period.

- 6 -

Exhibit 10.11.2

Section 4.1 Supplemental Thrift Feature Account Earnings

The Company shall periodically credit earnings, gains, and losses to a Participant’s Supplemental Thrift Feature Account, until the full balance of such Account has been distributed. Earnings, gains, and losses shall be credited to a Participant’s Supplemental Thrift Feature Account under this Section based on the results that would have been achieved had amounts credited to such Account been invested as soon as practicable after crediting into Investment Options selected by the Participant. The Plan Administrator shall specify procedures to allow Participants to make elections as to the deemed investment of amounts newly credited to their Supplemental Thrift Feature Accounts, as well as the deemed investment of amounts previously credited to their Supplemental Thrift Feature Accounts. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest any amounts in such Investment Options or otherwise.

Section 5. Supplemental Stock Savings Feature Account Benefits.

For each month in which a Semiannual or Supplemental Allocation (as defined in the CPSP) is made to a Highly Compensated Employee’s Stock Savings Feature Account, or would have been made to such account if the Highly Compensated Employee had received a Semiannual or Supplemental Allocation, a Benefit amount shall be credited to his or her Supplemental Stock Savings Feature Account. The Benefit amount to be credited shall be calculated in shares in the Company Stock Fund of this Plan and shall be equal to (i) the Highly Compensated Employee’s Supplemental Stock Savings Contributions during the applicable Allocation Period (as defined in the CPSP) multiplied by the applicable Allocation Ratio, divided by (ii) the share value for the Company Stock Fund of the CPSP on the applicable Allocation Date (as defined in the CPSP). This amount shall be credited no later than the end of the month following the Valuation Date that a Semiannual Allocation or Supplemental Allocation is made under the Stock Savings Feature, or would have been made had the Highly Compensated Employee received such a Semiannual Allocation or Supplemental Allocation under the Stock Savings Feature. A share in the Company Stock Fund of this Plan shall have a value equivalent to a share in the Company Stock Fund of the CPSP.

- 7 -

Exhibit 10.11.2

Section 5.1 Supplemental Stock Savings Feature Account Earnings

After being initially invested in the Company Stock Fund account, the amounts in the Participant’s Supplemental Stock Savings Feature Account shall thereafter be eligible to be invested in Investment Options selected by the Participant. The Company shall periodically credit earnings, gains and losses to a Participant’s Supplemental Stock Savings Feature Account, until the full balance of such Account has been distributed. Earnings, gains, and losses shall be credited to a Participant’s Supplemental Stock Savings Feature Account under this Section based on the results that would have been achieved had amounts credited to such Account been invested as soon as practicable after crediting into the Company Stock Fund of this Plan or the Investment Options selected by the Participant. The Plan Administrator shall specify procedures to allow Participants to make elections as to the deemed investment of amounts previously credited to their Supplemental Stock Savings Feature Accounts. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest any amounts in Stock or in such Investment Options or otherwise.

Section 6. Payment.

In the absence of an effective election under Section 6.1 or Section 6.2, Benefits that a Participant is eligible to receive under the Ongoing Plan (and earnings, gains, and losses thereon) shall normally be paid in one lump sum payment on the date that is six months after the date of the Participant’s Separation from Service. Furthermore, in the absence of an effective election under Section 6.1 or Section 6.2, if the Participant dies prior to his or her Separation from Service, or after his or her Separation from Service but prior to the date that the Benefits which the Participant is eligible to receive under the Ongoing Plan (and earnings, gains, and losses thereon) commence to be paid, the Benefits that the Participant is eligible to receive under the Ongoing Plan (and earnings, gains, and losses thereon) shall be paid in one lump sum cash payment to the Participant’s Beneficiary on the date of the Participant’s death.

- 8 -

Exhibit 10.11.2

Section 6.1 Payment Election by Participant.

A Participant may elect on an Election Form delivered to the Plan Administrator at a time set by the Plan Administrator (which shall be prior to the beginning of the Plan Year) to have the amounts attributable to Benefits under the Ongoing Plan that are credited to his or her Supplemental Thrift Feature Account (and earnings, gains, and losses thereon) with respect to such Plan Year and the amounts attributable to Benefits credited to his or her Supplemental Stock Savings Feature Account (and earnings, gains, and losses thereon) with respect to such Plan Year paid to the Participant in either:

(a) one lump sum payment, or

(b) annual, semi-annual, or quarterly installments, using a declining balance method, over a period ranging from one to fifteen years.

A Participant may elect to have payments commence as of the beginning of any calendar quarter that is at least one year after the date of the Participant’s Separation from Service, provided that no payment shall be made after the date that is twenty years after the date of the Participant’s Separation from Service.

Section 6.2 Change in Time or Form of Payment.

A Participant may make an election to change the time or form of payment elected under Section 6.1 or the payment to be made under Section 6, but only if the following rules are satisfied:

(a) The election to change the time or form of payment may not take effect until at least twelve months after the date on which such election is made;

- 9 -

Exhibit 10.11.2

(b) Payment under such election may not be made earlier than at least five years from the date the payment would have otherwise been made or commenced;

(c) Such payment may commence as of the beginning of any calendar quarter;

(d) An election to receive payments in installments shall be treated as a single payment for purposes of these rules;

(e) The election may not result in an impermissible acceleration of payment prohibited under Code section 409A;

(f) No more than four such elections shall be permitted with respect to Benefits credited to a Participant’s Accounts for a Plan Year; and

(g) No payment may be made after the date that is twenty (20) years after the date of the Participant’s Separation from Service.

Section 6.3 Effect of Taxation.

If a portion of a Participant’s Benefit (and earnings, gains, and losses thereon) is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.

Section 7. Administration.

(a) The Plan shall be administered by the Plan Administrator. The Plan Administrator may delegate to employees of the Company or any member of the Controlled Group the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take such other steps deemed necessary, advisable, or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Plan Administrator may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Benefits hereunder.

- 10 -

Exhibit 10.11.2

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant, or denial. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

(c) In the case of a denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Plan Administrator. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. A denial or partial denial of a claim will be dated and signed by the Plan Administrator and will clearly set forth:

(1) the specific reason or reasons for the denial;

(2) specific reference to pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d) Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Trustee for a full and fair review of the denied claim by filing a written notice of appeal with the Trustee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in

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Exhibit 10.11.2

writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(e) The Trustee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(1) the specific reason or reasons for the adverse determination;

(2) specific reference to pertinent Plan provisions on which the adverse determination is based;

(3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(4) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

(f) A decision will be rendered no more than 60 days after the Trustee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Trustee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

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Exhibit 10.11.2

(g) To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

Section 8. Rights of Employees and Participants.

Nothing contained in the Plan (or in any other documents related to this Plan or to any Benefit) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Company or any member of the Controlled Group or constitute any contract or limit in any way the right of the Company or any member of the Controlled Group to change such person’s compensation or other benefits or to terminate the employment of such person with or without cause.

Section 9. Awards in Foreign Countries.

The Board or its delegate shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or Participating Subsidiaries may operate to assure the viability of the Benefits of Participants employed in such countries and to meet the purpose of this Plan.

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Exhibit 10.11.2

Section 10. Amendment and Termination.

The Board reserves the right to amend or terminate this Plan at any time, and to delegate such authority as the Board deems necessary or desirable; provided that no member of the Board who is also a Participant shall participate in any action which has the actual or potential effect of increasing his or her Benefits hereunder; and further provided, the Company shall remain liable for any Benefits accrued under this Plan prior to the date of amendment or termination.

Section 11. Unfunded Plan.

All amounts payable under this Plan shall be paid solely from the general assets of the Company and any rights accruing to a Participant under the Plan shall be those of a general creditor; provided, however, that the Company may establish one or more grantor trusts to satisfy part or all of the Company’s Plan payment obligations so long as the Plan remains unfunded for purposes of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

Section 12. Miscellaneous Provisions.

(a) No right or interest of a Participant under this Plan shall be assignable or transferable, in whole or in part, directly or indirectly, by operation of law or otherwise (excluding devolution upon death or mental incompetency).

(b) This Ongoing Plan replaced the Frozen Plan, which was frozen effective as of December 31, 2004. The distribution of amounts that were earned and vested (within the meaning of Code section 409A and official guidance issued thereunder) under the Frozen Plan prior to January 1, 2005 (and earnings thereon) are exempt from the requirements of Code section 409A shall be made in accordance with the terms of the Frozen Plan.

(c) No amount accrued or payable hereunder shall be deemed to be a portion of an Employee’s compensation or earnings for the purpose of any other employee benefit plan adopted or maintained by the Company, nor shall this Plan be deemed to amend or modify the provisions of the CPSP.

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Exhibit 10.11.2

(d) This Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

(e) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

(f) It is the intention of the Company that, so long as any of ConocoPhillips’ equity securities are registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, this Plan shall be operated in compliance with 16(b) and, if any Plan provision or transaction is found not to comply with Section 16(b), that provision or transaction, as the case may be, shall be deemed null and void ab initio. Notwithstanding anything in the Plan to the contrary, the Company, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers and directors subject to Section 16(b) without so restricting, limiting or conditioning the Plan with respect to other Participants.

(g) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Defined Contribution Make-Up Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. Notwithstanding Section 10, on and after the Effective Time, the Company, ConocoPhillips, other members of the Controlled Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Controlled Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.

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Exhibit 10.11.2

Further, as of the Distribution, any Phillips 66 common stock (“Phillips 66 Stock”) held in the Company Stock Fund shall be transferred to a separate Investment Option under this Plan that is accounted for as if investments were made in Phillips 66 Stock, although no such actual investments need be made, with accounting entries being sufficient therefor. Investments in the Phillips 66 Stock fund will be determined as of the Distribution. On and after the Distribution, a Participant will be allowed to hold or liquidate his or her deemed investment in Phillips 66 Stock. No additional deemed investments in Phillips 66 Stock will be allowed to be elected.

Section 13. Effective Date of the Restated Plan.

Title II of the Defined Contribution Make-Up Plan of ConocoPhillips is hereby amended and restated as set forth in this 2012 Restatement effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

/s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

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EX-10.12.1

Exhibit 10.12.1

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF

CONOCOPHILLIPS

TITLE I

(Effective for benefits earned and vested prior to

January 1, 2005)

The Key Employee Deferred Compensation Plan of ConocoPhillips is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

PURPOSE

The purpose of the Key Employee Deferred Compensation Plan of ConocoPhillips (the “Plan”) is to attract and retain key employees by providing them with an opportunity to defer receipt of cash amounts which otherwise would be paid to them under various compensation programs or plans by the Company. This Plan is the continuation of the Key Employee Deferred Compensation Plan of Phillips Petroleum Company, of the Conoco Inc. Global Variable Compensation Deferral Program, and of the portions of the Conoco Inc. Salary Deferral & Savings Restoration Plan consisting of Salary Deferral Obligations and Retiree Obligations, and all deferrals made under any of those plans, programs, or arrangements shall continue under their terms and the terms of this Plan. Title I of this Plan is effective with regard to benefits earned and vested prior to January 1, 2005, while Title II of this Plan is effective with regard to benefits earned or vested after December 31, 2004. Other than earnings, gains, and losses, no further benefits shall accrue under Title I of this Plan after December 31, 2004.

This Title I of the Plan is intended (1) to be a “grandfathered” plan pursuant to Code section 409A, as enacted as part of the American Jobs Creation Act of 2004, and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily

for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

SECTION 1. Definitions.

(a) “Affiliated Group” shall mean the Company plus other subsidiaries and affiliates in which it owns, directly or through a subsidiary or affiliate, a 5% or more equity interest.

(b) “Award” shall mean the United States cash dollar amount (i) allotted to an Employee under the terms of an Incentive Compensation Plan or a Long Term Incentive Plan, or (ii) required to be credited to an Employee’s Deferred Compensation Account pursuant to an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, the Strategic Incentive Plan, a Long Term Incentive Plan, or any similar plans, or any administrative procedure adopted pursuant thereto, or (iii) credited as a result of a Participant’s deferral of the receipt of the value of the Stock which would otherwise be delivered to an Employee in the event restrictions lapse on Restricted Stock or Restricted Stock Units or the settlement of Restricted Stock Units previously awarded or which may be awarded to the Participant pursuant to an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, the Strategic Incentive Plan, a Long Term Incentive Plan, an Omnibus Securities Plan, or any similar plans, or any administrative procedure adopted pursuant thereto, or (iv) credited resulting from a lump sum distribution from any of the Company’s non-qualified retirement plans and/or plans which provide for a retirement supplement, or (v) resulting from the forfeiture of Restricted Stock, required by Phillips Petroleum Company, of key employees who became employees of GPM Gas Corporation, or (vi) credited as a result of an Employee’s deferral of the receipt of the lump sum cash payment from the Employee’s account in the Defined Contribution Makeup Plan, or (vii) credited as a result of an Employee’s voluntary reduction of Salary, or (viii)

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credited as a result of an Employee’s deferral of a Performance Based Incentive Award, or (ix) any other amount determined by the Committee to be an Award under the Plan. Sections 2 and 3 of this Plan shall not apply with respect to Awards included under (ii), (v), and (ix) above and a participant receiving such an Award shall be deemed, with respect thereto, to have elected a Section 5(b)(i) payment option - 10 annual installments commencing about one year after retirement at age 55 or above, but subject to revision under the terms of this Plan.

(c) “Board of Directors” shall mean the board of directors of the Company.

(d) “Chief Executive Officer” or “CEO” shall mean the Chief Executive Officer of the Company.

(e) “Committee” shall mean the Human Resources Compensation Committee of the Board of Directors of ConocoPhillips.

(f) “Company” shall mean ConocoPhillips Company.

(g) “Conoco Inc. Global Variable Compensation Deferral Program” shall mean the Conoco Inc. Global Variable Compensation Deferral Program, prior to its merger into this Plan on October 3, 2003.

(h) “Conoco Inc. Salary Deferral & Savings Restoration Plan” shall mean the Conoco Inc. Salary Deferral & Savings Restoration Plan, prior to its merger into this Plan on October 3, 2003.

(i) “Deferred Compensation Account” shall mean an account established and maintained for each Participant in which is recorded the amounts of Awards deferred by a Participant, the deemed gains, losses, and earnings accrued thereon, and payments made therefrom all in accordance with the terms of the Plan.

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(j) “Defined Contribution Makeup Plan” shall mean the Defined Contribution Makeup Plan of ConocoPhillips, or any similar plan or successor plans.

(k) “Disability” shall mean the inability, in the opinion of the Company’s Medical Director, of a Participant, because of an injury or sickness, to work at a reasonable occupation that is available with the Company, a Participating Subsidiary, or another subsidiary of the Company.

(l) “Employee” shall mean any individual or Rehired Participant who satisfies the conditions of Section 5(j) who is a salaried employee of the Company or of a Participating Subsidiary who is eligible to receive an Award from an Incentive Compensation Plan, has Restricted Stock and/or Restricted Stock Units, and is classified as a ConocoPhillips salary grade 19 or above or any equivalent salary grade at a Participating Subsidiary. Employee shall also include Participants who are employed by a member of the Affiliated Group and former employees of a member of the Affiliated Group who Retire or are Laid Off and are eligible to receive a lump sum distribution from non-qualified retirement plans. Employee shall also include any individual or Rehired Participant who was hired as a salaried employee of ConocoPhillips Services Inc. on or after January 1, 2003, and is classified as a ConocoPhillips salary grade 19 or above or any equivalent salary grade at a Participating Subsidiary. Notwithstanding the foregoing, prior to October 3, 2003, Employee shall not include anyone who is classified as a Heritage Conoco Employee. On and after October 3, 2003, Employee shall include anyone who is classified as a Heritage Conoco Employee.

(m) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time, or any successor statute.

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(o) “Heritage Conoco Employee” shall mean an individual employed by Conoco Inc., Conoco Pipe Line Company, or Louisiana Gas Systems Inc. prior to January 1, 2003; provided, however, that an individual who has been terminated from employment with a member of the Affiliated Group at any time and rehired by a member of the Affiliated Group after January 1, 2003, shall not be considered a Heritage Conoco Employee for purposes of this Plan.

(p) “Incentive Compensation Plan” shall mean the ConocoPhillips Variable Cash Incentive Program, the Incentive Compensation Plan of Phillips Petroleum Company, or the Annual Incentive Compensation Plan of Phillips Petroleum Company, the Special Incentive Plan for Former Tosco Executives, the Conoco Inc. Global Variable Compensation Plan, or a similar plan of a Participating Subsidiary, or any similar or successor plans, or all, as the context may require.

(q) “Layoff” or “Laid Off” shall mean an applicable termination of employment by reason of layoff under the Phillips Layoff Plan or the Phillips Work Force Stabilization Plan, an applicable Qualifying Event (without there being a Disqualifying Event) under the Conoco Severance Pay Plan, or layoff or redundancy under any other layoff or redundancy plan which the Company, any Participating Subsidiary, or any other member of the Affiliated Group may adopt from time to time. If all or any portion of the benefits under the layoff or redundancy plan are contingent on the employee’s signing a general release of liability, such termination shall not be considered as a Layoff for purposes of this Plan unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan.

(r) “Long-Term Incentive Compensation Plan” shall mean the Long-Term Incentive Compensation Plan of Phillips Petroleum Company, which was terminated December 31, 1985.

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(s) “Long-Term Incentive Plan” shall mean the ConocoPhillips Performance Share Program, the ConocoPhillips Restricted Stock Program, the Phillips Petroleum Company Long-Term Incentive Plan, or a similar or successor plan of any of them, established under an Omnibus Securities Plan.

(t) “Newhire Employee” shall mean any Employee who is hired or rehired during a calendar year.

(u) “Omnibus Securities Plan” shall mean the Omnibus Securities Plan of Phillips Petroleum Company, the 2002 Omnibus Securities Plan of Phillips Petroleum Company, the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 1998 Key Employee Stock Plan of ConocoPhillips, or a similar or successor plan of any of them.

(v) “Participant” shall mean a person for whom a Deferred Compensation Account is maintained.

(w) “Participating Subsidiary” shall mean a subsidiary of the Company, of which the Company beneficially owns, directly or indirectly, more than 50% of the aggregate voting power of all outstanding classes and series of stock, where such subsidiary has adopted one or more plans making participants eligible for participation in this Plan and one or more Employees of which are Potential Participants.

(x) “Plan Administrator” shall mean the Vice President, Human Resources of the Company, or his or her successor.

(y) “Potential Participant” shall mean a person who has received a notice specified in Section 2 or in Section 5 (h).

(z) “Rehired Participant” shall mean a Participant who, subsequent to Retirement or Layoff, is rehired by the Company, or any subsidiary of the Company, and whose employment status is classified as regular full-time or its equivalent.

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(aa) “Restricted Stock” and “Restricted Stock Units” shall mean respectively shares of Stock and units each of which shall represent a hypothetical share of Stock, which have certain restrictions attached to the ownership thereof or the delivery of shares pursuant thereto.

(bb) “Retiree Obligations” shall mean obligations to former employees who have retired on or after the earliest retirement date available under the Retirement Plan of Conoco and who are Participants in this Plan arising from deferrals made as participants in the Conoco Inc. Salary Deferral & Savings Restoration Plan prior to its merger into this Plan.

(cc) “Retirement” or “Retire” or “Retiring” shall mean termination of employment with the Company or any subsidiary of the Company on or after the earliest early retirement date at age 55 or above as defined in the ConocoPhillips Retirement Plan (or, with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or of the applicable retirement plan of a member of the Affiliated Group.

(dd) “Retirement Income Plan” shall mean the ConocoPhillips Retirement Plan (or, with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a similar retirement plan of the Participating Subsidiary pursuant to the terms of which the Participant retires.

(ee) “Salary Deferral Obligations” shall mean obligations to Employees who are Participants in this Plan arising from salary deferrals made as participants in the Conoco Inc. Salary Deferral & Savings Restoration Plan prior to its merger into this Plan.

(ff) “Settlement Date” shall mean the date on which all acts under an Incentive Compensation Plan or the Long-Term Incentive Compensation Plan or actions directed by the Committee, as the case may be, have been taken which are necessary to make an Award payable to the Participant.

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(gg) “Salary” shall mean the monthly equivalent rate of pay for an Employee before adjustments for any before-tax voluntary reductions.

(hh) “Stock” means shares of common stock of ConocoPhillips, par value $.01.

(ii) “Strategic Incentive Plan” shall mean the Strategic Incentive Plan portion of the 1986 Stock Plan of Phillips Petroleum Company, of the 1990 Stock Plan of Phillips Petroleum Company, of the Phillips Petroleum Company Omnibus Securities Plan, and of any successor plans of similar nature.

(jj) “Trustee” shall mean the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.

SECTION 2. Notification of Potential Participants.

(a) Incentive Compensation Plan. Each year, during October, Employees who are eligible to receive an Award in the immediately following calendar year under an Incentive Compensation Plan will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference concerning deferral of all or part (in one percent increments) of such Award.

(b) Restricted Stock and Restricted Stock Units Lapsing.

(i) Each year during October, Employees who are or will be 55 years of age or older prior to the end of the following calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference to delay the lapsing of the restrictions on part (in one percent increments) or all of the shares of Restricted Stock and/or Restricted Stock Units previously awarded or which may be awarded to the Employee under an Incentive

- 8 -

Compensation Plan, the Long Term Incentive Compensation Plan, a Long-Term Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan in the event the Compensation Committee takes action in the following calendar year to lapse restrictions on Restricted Stock and/or Restricted Stock Units and/or settle Restricted Stock Units.

(ii) Each year during October, Employees who have been granted a special Restricted Stock Award and/or Restricted Stock Unit Award will be notified and given the opportunity, in a manner prescribed by the Plan Administrator to indicate a preference to delay the lapsing of the restrictions on part (in one percent increments) or all of the shares of Restricted Stock and/or Restricted Stock Units when the restrictions lapse on the Special Restricted Stock and/or Restricted Stock Units or the Restricted Stock Units are settled based on the terms of the Special Restricted Stock and/or Restricted Stock Unit Awards in the following year.

(iii) Such indication of preference as outlined in (i) above may be made within 60 days of the amendment of this Plan providing for the notice; provided, however, that such indication of preference must be made no later than June 6, 2003, for such Awards that would otherwise be lapsed or settled later in 2003.

(c) Restricted Stock and Restricted Stock Unit Awards Deferral.

(i) Each year during October, Employees who are or will be 55 years of age or older prior to the end of the calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference concerning the deferral of the receipt of the value of all or part (in one percent increments) of the Stock which would otherwise be delivered to the Employees in the event, during the following calendar year, the Compensation Committee takes action to lapse restrictions on Restricted Stock and/or Restricted Stock Units and/or settle Restricted Stock Units previously awarded or which may be awarded to the Employees under an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, a Long Term Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan.

- 9 -

(ii) Employees who have been granted a special Restricted Stock Award and/or Restricted Stock Units Award may, in the year preceding the year in which the restrictions are scheduled to lapse or the Restricted Stock Units are to be settled, indicate a preference concerning the deferral of the value of all or part (in one percent increments) of the stock which would otherwise be delivered to the Employees in the next calendar year when the restrictions lapse on the special Restricted Stock and /or Restricted Stock Units or the Restricted Stock Units are settled based on the terms of the special Restricted Stock Awards and/or Restricted Stock Units Awards.

(iii) Employees who are Laid Off during or after the year they reach age 50 may no later than 30 days after being notified of Layoff, in the manner prescribed by the Plan Administrator, indicate a preference concerning the deferral of the receipt of the value of all or part (in one percent increments) of the Stock which would be otherwise be delivered to the Employees in the event Restricted Stock Units, which have been granted in exchange for Restricted Stock pursuant to the Exchange offer initiated by the Company on December 17, 2001, are settled.

(iv) Such indication of preference as outlined in (i) above may be made within 60 days of the amendment of this Plan providing for the notice; provided, however, that such indication of preference must be made no later than June 6, 2003, for such Awards that would otherwise be lapsed or settled later in 2003.

(d) Lump Sum Distribution from Non-Qualified Retirement Plans. With respect to the lump sum distribution permitted from the Company’s non-qualified retirement plans and/or plans which provide for a retirement supplement, Employees may indicate, in a manner prescribed by the Plan Administrator, a preference concerning deferral of all or part (in one percent increments) of such lump sum distribution.

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(e) Lump Sum from Defined Contribution Makeup Plan. Employees who will receive a lump sum cash payment from their account under the Defined Contribution Makeup Plan, may indicate, in a manner prescribed by the Plan Administrator, a preference concerning deferral of all or part (in one percent increments) of such payment.

(f) Salary Reduction. Annually, Employees and Newhire Employees on the U.S. dollar payroll may elect, in a manner prescribed by the Plan Administrator, a voluntary reduction of Salary for each pay period of the following calendar year, or for Newhire Employees the remainder of the calendar year in which they are hired, in which case the Company will credit a like amount as an Award hereunder, provided that the amount of such voluntary reduction shall not be less than 1% nor more than 50% of the Employee’s Salary per pay period (and may be further limited by the Plan Administrator such that the resulting salary that is paid is sufficient to satisfy all benefit plan deductions, tax deductions, elective deductions, and other deductions required to be withheld by the Company).

(g) Performance Based Incentive Award. Each year, during October, Employees who are eligible to receive a Performance Based Incentive Award in the immediately following calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference for the award to be paid as cash, deferred to their KEDCP account, or issued as Restricted Stock or a combination of cash, deferred compensation and Restricted Stock.

SECTION 3. Indication of Preference or Election to Defer Award.

(a) Incentive Compensation Plan. If a Potential Participant prefers to defer under this Plan all or any part of the Award to which a notice received under Section 2(a) pertains, the Potential Participant must indicate such preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee, or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential

- 11 -

Participant’s preference must be received on or before October 31 of the year in which said Section 2(a) notice was received. Such indication must state the portion of the Award the Potential Participant desires to be deferred. If an indication is not received by October 31, the Potential Participant will be deemed to have elected to receive and not to defer any such Incentive Compensation Plan award.

Such indication of preference, if accepted, becomes irrevocable on November 1 of the year in which the indication is submitted to the Committee or CEO, except that, in the event of any of the following:

i) the Employee is demoted to a job classification/grade that is no longer eligible to receive an Award from an Incentive Compensation Plan,

ii) the Employee’s employment status is classified to a status other than regular full-time or its equivalent, or

iii) the Employee is receiving Unavoidable Absence Benefits (UAB) pay such that the pay received is less than his/her pay had been prior to being on UAB,

the Employee can request, subject to approval by the Plan Administrator, that his/her indication of preference to defer, whether approved or not, be revoked for that Incentive Compensation Plan Award.

The Committee or CEO, as applicable, shall consider such indication of preference as submitted and shall decide whether to accept or reject the preference expressed.

(b) Restricted Stock and Restricted Stock Unit Awards Lapsing. If a Potential Participant prefers to delay the lapsing of the restrictions on part or all of the shares of Restricted Stock and/or Restricted Stock Units to which a notice received under Section 2(b) pertains, the Potential Participant must indicate such preference in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee, or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential Participant’s preference must state the percentage of the shares and/or units on which the lapsing is to be delayed. If an indication is not received by October 31,

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the Potential Participant will be deemed to have elected to have the restrictions lapsed if the Compensation Committee takes action to lapse restrictions or as specified under the terms of the Special Restricted Stock and/or Restricted Stock Unit Awards. If the Potential Participant prefers to delay the lapsing of the restrictions on part or all of the shares of Restricted Stock or Restricted Stock Units awarded under an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, a Long Term Incentive Plan, or Strategic Incentive Plan, those shares and/or units will be subject to another indication of preference in the following year. If the Potential Participant prefers to delay the lapsing of the restrictions on part or all of the shares of Restricted Stock or Restricted Stock Units from Special Stock Awards, those shares and/or units will remain restricted and the Employee will receive a notice to indicate a preference for such shares when the Employee is or will be 55 years of age or older prior to the end of the calendar year as specified in Section 2(b)(i).

(c) Restricted Stock or Restricted Stock Unit Deferral. If a Potential Participant prefers to defer under this Plan the value of all or any part of the Restricted Stock or Restricted Stock Units to which a notice received under Section 2(c) pertains, the Potential Participant must indicate such preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee, or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential Participant’s preference must be received on or before October 31 of the year in which said Section 2(c) notice was received. Such indication must state the portion of the value of the Restricted Stock or Restricted Stock Units the Potential Participant desires to be deferred. If an indication is not received by October 31, the Potential Participant will be deemed to have elected to receive any shares or units for which the restrictions are lapsed. Such indication of preference becomes irrevocable on November 1 of the year in which the indication is submitted to the Committee or CEO. The Committee or CEO, as applicable, shall consider such indication of preference as submitted and shall decide whether to accept or reject the preference expressed. A deferral of the value of the Restricted Stock or Restricted Stock Units will be paid under the terms of

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Section 5(b)(i) hereof - 10 annual installments commencing about one year after Retirement at age 55 or above, but subject to revision under the terms of this Plan. Such approved indication of preference shall also apply to any Restricted Stock Units granted in exchange for shares of Restricted Stock pursuant to the Exchange offer initiated by the Company on December 17, 2001.

(d) Lump Sum Distribution from Non-Qualified Retirement Plans. If a Potential Participant prefers to defer under this Plan all or part of the lump sum distribution to which Section 2(d) pertains, the Potential Participant must indicate such preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential Participant’s preference must be received in the period beginning 90 days prior to and ending no less than 30 days prior to the date of commencement of retirement benefits under such plans. Such indication must state the portion of the lump sum distribution the Potential Participant desires to be deferred. The Committee or CEO, as applicable, shall consider such indication of preference as submitted and shall decide whether to accept or reject the preference expressed as soon as practicable. Such indication of preference, if accepted, becomes irrevocable on the date of such acceptance.

(e) Lump Sum from Defined Contribution Makeup Plan. If a Potential Participant prefers to defer under this Plan all or part of the lump sum cash payment to which Section 2(e) pertains, the Potential Participant must indicate such preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential Participant’s preference must be received in the period beginning 365 days prior to and ending no less than 90 days prior to the Participant’s retirement date at age 55 or above except that if a Potential Participant is notified of layoff during or after the year in which the Potential Participant reaches age 50, the Potential Participant’s

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preference must be received no later than 30 days after being notified of layoff. Such indication must state the portion of the lump sum payment the Potential Participant desires to be deferred. The Committee or CEO, as applicable, shall consider such indication of preference as submitted and shall decide whether to accept or reject the preference expressed as soon as practicable. Such indication of preference, if accepted, becomes irrevocable on the date of such acceptance. A deferral of the lump sum from the Defined Contribution Makeup Plan will be paid under the terms of Section 5(b)(i) hereof - 10 annual installments commencing about one year after Retirement at age 55 or above, but subject to revision under the terms of the Plan.

(f) Salary Reduction. If a Potential Participant elects to voluntarily reduce Salary and receive an Award hereunder in lieu thereof, the Potential Participant must make an election, in the manner prescribed by the Plan Administrator, which must be received on or before October 31 prior to the beginning of the calendar year of the elected deferral or for Newhire Employees as soon as practicable within a 30-day period after their first day of employment or reemployment. Such election must be in writing signed by the Potential Participant, and must state the amount of the salary reduction the Potential Participant elects. Such election becomes irrevocable on October 31 prior to the beginning of the calendar year or for Newhire Employees after the 30-day period after their first day of employment or reemployment, except that in the event of any of the following:

i) the Employee is demoted to a job classification/grade that is no longer eligible to receive an Award from an Incentive Compensation Plan,

ii) the Employee’s employment status is classified to a status other than regular full-time or its equivalent, or

iii) the Employee is receiving Unavoidable Absence Benefits (UAB) pay such that the pay received is less than his/her pay had been prior to being on UAB,

the Employee can request, subject to approval by the Plan Benefits Administrator, that his/her election to voluntarily reduce his/her salary be revoked for the remainder of the calendar year.

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An Award in lieu of voluntarily reduced salary will be paid under the terms of Section 5(b)(i) hereof - 10 annual installments commencing about one year after Retirement at age 55 or above, but subject to revision under the terms of the Plan.

(g) Performance Based Incentive Award. The Potential Participant who is eligible to receive a Performance Based Incentive Award in the immediately following calendar year, must indicate a preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exchange Act, to the Committee, or (ii) if the Potential Participant is not subject to Section 16 of the Exchange Act, to the CEO. The Potential Participant’s preference must be received on or before October 31 of the year in which said Section 2(g) notice was received. Such indication must state the portion of the award the Potential Participant desires to be in cash, the portion to be deferred and the portion to be in Restricted Stock. If an indication is not received by October 31 the Potential Participant will be deemed to have elected to receive the award as cash. Such indication of preference becomes irrevocable on November 1 of the year in which the indication is submitted to the Committee or CEO. The Committee or CEO, as applicable, shall consider such indication of preference as submitted and shall decide whether to accept or reject the preference expressed.

SECTION 4. Deferred Compensation Accounts.

(a) Credit for Deferral. Amounts deferred pursuant to Section 3(a) and Section 5(h)(1) will be credited to the Participant’s Deferred Compensation Account as soon as practicable, but not less than 30 days after the Settlement Date of the Incentive Compensation Plan. Amounts deferred pursuant to Section 3(c) and Section 5(h)(2) will be credited, as applicable, as soon as practicable, but not later than 30 days after the date as of which the restrictions lapse at the market value of the underlying Restricted Stock or the shares represented by the Restricted Stock Units awarded under an Incentive Compensation Plan, the Long Term Incentive Compensation Plan,

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a Long Term Incentive Plan or a Strategic Incentive Plan Performance Period which began prior to January 1, 2003. For this purpose, the market value of the underlying Restricted Stock or the shares represented by the Restricted Stock Units, as applicable, shall be based on the higher of (i) the average of the high and low selling prices of the Stock on the date the restrictions lapse or the last trading day before the day the restrictions lapse if such date is not a trading day or (ii) the average of the high three monthly Fair Market Values of the Stock during the twelve calendar months preceding the month in which the restrictions lapse. The monthly Fair Market Value of the Stock is the average of the daily Fair Market Value of the Stock for each trading day of the month.

The market value of the underlying Restricted Stock or the shares represented by the Restricted Stock Units awarded under a Long Term Incentive Plan, under an Incentive Compensation Plan that began on or after January 1, 2003, under an Omnibus Securities Plan (with regard to awards made on or after January 1, 2003), and for the Special Stock Awards issued on October 22, 2002, shall be the monthly average Fair Market Value of the Stock during the calendar month preceding the month in which the restrictions lapse or shares are to be delivered as applicable. The monthly average Fair Market Value of the Stock is the average of the daily Fair Market Value of the Stock for each trading day of the month.

The daily Fair Market Value of the Stock shall be deemed equal to the average of the high and low selling prices of the Stock on the New York Stock Exchange.

Amounts deferred pursuant to Section 3(e) and 3(f) and Section 5(h)(3) will be credited to the Participant’s Deferred Compensation Account as soon as practicable, but not later than 30 days after the cash payment would have been made had it not been deferred. Amounts deferred pursuant to other provisions of this Plan shall be credited as soon as practicable but not later than 30 days after the date the Award would otherwise be payable.

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(b) Designation of Investments. The amount in each Participant’s Deferred Compensation Account shall be deemed to have been invested and reinvested from time to time, in such “eligible securities” as the Participant shall designate. Prior to or in the absence of a Participant’s designation, the Company shall designate an “eligible security” in which the Participant’s Deferred Compensation Account shall be deemed to have been invested until designation instructions are received from the Participant. Eligible securities are those securities designated by the Chief Financial Officer of the Company, or his successor. The Chief Financial Officer of the Company may include as eligible securities, stocks listed on a national securities exchange, and bonds, notes, debentures, corporate or governmental, either listed on a national securities exchange or for which price quotations are published in The Wall Street Journal and shares issued by investment companies commonly known as “mutual funds”. The Participant’s Deferred Compensation Account will be adjusted to reflect the deemed gains, losses, and earnings as though the amount deferred was actually invested and reinvested in the eligible securities for the Participant’s Deferred Compensation Account.

Notwithstanding anything to the contrary in this section 4(b), in the event the Company (or any trust maintained for this purpose) actually purchases or sells such securities in the quantities and at the times the securities are deemed to be purchased or sold for a Participant’s Deferred Compensation Account, the Account shall be adjusted accordingly to reflect the price actually paid or received by the Company for such securities after adjustment for all transaction expenses incurred (including without limitation brokerage fees and stock transfer taxes).

In the case of any deemed purchase not actually made by the Company, the Deferred Compensation Account shall be charged with a dollar amount equal to the quantity and kind of securities deemed to have been purchased multiplied by the fair market value of such security on the date of reference and shall be credited with the quantity and kind of securities so deemed to have been purchased. In the case of any deemed

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sale not actually made by the Company, the account shall be charged with the quantity and kind of securities deemed to have been sold, and shall be credited with a dollar amount equal to the quantity and kind of securities deemed to have been sold multiplied by the fair market value of such security on the date of reference. As used in this paragraph “fair market value” means in the case of a listed security the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices to the nearest preceding day for which such prices are available.

The Chief Financial Officer of the Company may also designate a third party to provide services that may include record keeping, Participant accounting, Participant communication, payment of installments to the Participant, tax reporting, and any other services specified by the Company in agreement with such third party.

(c) Payments. A Participant’s Deferred Compensation Account shall be debited with respect to payments made from the account pursuant to this Plan as of the date such payments are made from the account. The payment shall be made as soon as practicable, but no later than 30 days, after the installment payment date.

If any person to whom a payment is due hereunder is under legal disability as determined in the sole discretion of the Plan Administrator, the Plan Administrator shall have the power to cause the payment due such person to be made to such person’s guardian or other legal representative for the person’s benefit, and such payment shall constitute a full release and discharge of the Company, the Plan Administrator, and any fiduciary of the Plan.

(d) Statements. At least one time per year the Company or the Company’s designee will furnish each Participant a written statement setting forth the current balance in the Participant’s Deferred Compensation Account, the amounts credited or debited to such account since the last statement and the payment schedule of deferred Awards, and deemed gains, losses, and earnings accrued thereon as provided by the deferred payment option selected by the Participant.

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SECTION 5. Payments from Deferred Compensation Accounts.

(a) Election of Method of Payment for an Incentive Compensation Plan Award. At the time a Potential Participant submits an indication of preference to defer all or any part of an Award under an Incentive Compensation Plan as provided in Section 3(a) above, the Potential Participant shall also elect in a manner prescribed by the Plan Administrator, which of the payment options, provided for in Paragraph (b) of this Section, shall apply to the deferred portion of said Award adjusted for any deemed gains, losses, and earnings accrued thereon credited to the Participant’s Deferred Compensation Account under this Plan. Subject to Paragraphs (e), (g), and (h) of this Section, if the Committee or CEO, as appropriate, accepts the Potential Participant’s indication of preference, the election of the method of payment of the amount deferred shall become irrevocable.

(b) Payment Options. A Potential Participant may elect to have the deferred portion of an Incentive Compensation Plan Award adjusted for any deemed gains, losses, and earnings accrued thereon paid:

(i) (Post-Retirement) in 1 to 15 annual installments, in 2 to 30 semi-annual installments, or in 4 to 60 quarterly installments, the payment of the first of any of such installments to commence on the first day of the first calendar quarter which is on or after the first anniversary of (x) the Potential Participant’s first day of Retirement at age 55 or above (or at age 50 or above for a Heritage Conoco Employee who was employed by Conoco Inc. or its affiliates on August 30, 2002 if such Heritage Conoco Employee is eligible for early retirement under the Retirement Plan of Conoco) or (y) the Potential Participant’s first day of Layoff at age 50 or above, or

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(ii) (Date Certain) with regard only to the deferred portion of an Incentive Compensation Award, in 1 to 15 annual installments, in 2 to 30 semi-annual installments, or in 4 to 60 quarterly installments, the payment of the first of any of such installments to commence on the first day of calendar quarter which is designated by the Participant, is at least one year after the date on which the election is made, and is not later than the 65^th birthday of the Participant; provided, however, that in the event of termination of employment from the Affiliated Group by a Heritage Conoco Employee who had made deferral of amounts from the Conoco Inc. Global Variable Compensation Plan, the balance of such deferred amounts (adjusted for earnings, gains, and losses) shall be paid in a lump sum as soon as practicable after termination, notwithstanding an installment election made pursuant to this Paragraph, or

(iii) (Pre-Retirement) otherwise, in a lump sum paid as soon as practicable following the Participant’s termination from employment with the Affiliated Group.

(iv) In the event that no election is properly and timely made with regard to the time and method of payment under Section 5(b)(i) or (ii), payment shall be made in 10 annual installments, the payment of the first of any of such installments to commence on the first day of the first calendar quarter which is on or after the first anniversary of (x) the Potential Participant’s first day of Retirement at age 55 or above (or at age 50 or above for a Heritage Conoco Employee who was employed by Conoco Inc. or its affiliates on August 30, 2002 if such Heritage Conoco Employee is eligible for early retirement under the Retirement Plan of Conoco) or (y) the Potential Participant’s first day of Layoff at age 50 or above.

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(c) Election of Method of Payment of the Value of Restricted Stock and Restricted Stock Units. As provided in Section 3(c) above, a deferral of the value of all or part of the Restricted Stock or Restricted Stock Units will be considered payment option (b)(i) of this Section subject to Paragraphs (e) and (g) of this Section.

(d) Election of Method of Payment of a Lump Sum Distribution from Non-Qualified Retirement Plans. At the time a Potential Participant submits an indication of preference to defer all or part of the lump sum distribution as provided in Section 3(d) above, the Potential Participant shall also elect in a manner prescribed by the Plan Administrator which payment option shall apply to the deferred lump sum adjusted for any gains, losses, and earnings to be accrued thereon credited to the Participant’s Deferred Compensation Account under this Plan. The payment options are annual installments of not less than 1 nor more than 15, semi-annual installments of not less than 2 nor more than 30, or quarterly installments of not less than 4 nor more than 60. The first installment shall commence as soon as practicable after any date specified by the Potential Participant, so long as such date is the first day of a calendar quarter and is at least one year and not later than five years from the date the payout option was elected. Subject to Paragraph (g) of this Section, if the Committee or CEO, as appropriate, accepts the Potential Participant’s indication of preference, the election of the method of payment of the amount deferred shall become irrevocable.

(e) Payment Option Revisions. If a Section 5(b)(i) payment option applies to any part of the balance of a Participant’s Deferred Compensation Account, the Participant may revise such payment option as follows:

(i) Prior to Retirement. The Participant at any time during a period beginning 365 days prior to and ending 90 days prior to the date the Participant Retires at age 55 or above may, with respect to the total of all amounts subject to such payment option at the time of the Participant’s Retirement at age 55 or above, in the manner prescribed by the Plan Administrator, revise such payment option and elect one of the payment options specified in (e)(iv) of this Section to apply to such total amount in place of such payment option.

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(ii) Upon Layoff. If a Participant who is eligible to Retire or who is Laid Off during or after the year in which the Participant reaches age 50 is notified of Layoff, the Participant may, no later than 30 days after being notified of Layoff, in the manner prescribed by the Plan Administrator, revise such payment option and elect one of the payment options specified in (e)(iv) of this Section to apply to such total amount in place of such payment option.

(iii) If Disabled. The Participant may at any time during a period from the date of the beginning of the qualifying period for the Company’s Long Term Disability Plan or similar plan to no later than 90 days prior to the end of such period, or within 30 days of the amendment of this Plan providing for such election, in the manner prescribed by the Plan Administrator, revise such payment option and elect one of the payment options specified in (e)(iv) of this Section to apply to the total of all amounts subject to such payment option; provided, however, that after the payments have begun, such payments may be made in a different manner if, the Participant due to an unanticipated emergency caused by an event beyond the control of the Participant results in financial hardship to the Participant, so request and the CEO gives written consent to the method of payment requested.

(iv) Payment Options After Revision. If a Participant revises a Section 5(b)(i) payment option as specified in (e)(i), (e)(ii), or (e)(iii) of this Section, the Participant may select payments in annual installments of not less than 1 nor more than 15, in semi-annual installments of not less than 2 nor more than 30, or in quarterly installments of not less than 4 nor more than 60, with the first installment to commence as soon as practicable following any date specified by the Participant so long as such date is the first day of a calendar quarter, is on or after the Participant’s first day of Retirement at age 55 or above or the first day the Participant is no longer an Employee following Layoff, is at least one year and no more than five years from the date the payment option was revised.

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(f) Installment Amount. The amount of each installment shall be determined by dividing the balance in the Participant’s Deferred Compensation Account as of the date the installment is to be paid, by the number of installments remaining to be paid (inclusive of the current installment).

(g) Death of Participant. Upon the death of a Participant, the Participant’s beneficiary or beneficiaries designated in accordance with Section 6, or in the absence of an effective beneficiary designation, the surviving spouse, surviving children (natural or adopted) in equal shares, or the Estate of the deceased Participant, in that order of priority, shall receive payments in accordance with the payment option selected by the Participant, if death occurred after such payments had commenced; or if death occurred before payments have commenced, the beneficiary may select payments in annual installments of not less than 1 nor more than 15, in semi-annual installments of not less than 2 nor more than 30, or in quarterly installments of not less than 4 nor more than 60 with the first installment to commence as soon as practicable following any date specified by the beneficiary so long as such date is the first day of a calendar quarter and is at least one year and no more than five years from the date the payment option is selected and is not later than the date the deceased Participant would have been age 65; provided, however, such payments may be made in a different manner if the beneficiary or beneficiaries entitled to receive or receiving such payments, due to an unanticipated emergency caused by an event beyond the control of the beneficiary or beneficiaries that results in financial hardship to the beneficiary or beneficiaries, so requests and the CEO gives written consent to the method of payment requested.

(h) Disability of Participant. In the event a Participant or Employee becomes disabled, the individual may, in the period from the date of the beginning of the qualifying period for the Company’s Long Term Disability Plan to no later than 90 days prior to the end of such period, or within 30 days of the amendment of this Plan providing for such election, indicate a preference, in a manner prescribed by the Plan Administrator, for any of the following:

(1) To defer part or all of any Incentive Compensation Plan Award the Employee is eligible to receive in the immediately following calendar year,

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(2) To defer part or all of the value of the Stock which would otherwise be delivered to the Employee when the restrictions lapse on any Restricted Stock or Restricted Stock Units or Restricted Stock Units are settled, or

(3) To defer part or all of the value from their account under the Defined Contribution Makeup Plan which would otherwise be paid as a lump sum to the Participant.

Such indications of preference shall be subject to approval by the Committee if the Potential Participant is subject to Section 16 of the Exchange Act or by the CEO if the Potential Participant is not subject to Section 16 of the Exchange Act. The Committee or CEO, as applicable, shall consider such indication or preference as submitted and shall decide whether to accept or reject the preference expressed.

Such indications of preference, if accepted, become irrevocable on the date of such acceptance. A deferral of any amount will be paid under the terms of Section 5(b)(i) hereof - ten (10) annual installments, but subject to revision as specified under the terms of this Plan.

(i) Termination of Employment. In the event a Participant’s employment with the Company, any Participating Subsidiary, or any other subsidiary of the Company terminates for any reason other than death, Retirement at age 55 or above, Disability, or Layoff during or after the year in which the Participant reaches age 50, the entire balance of the Participant’s Deferred Compensation Account shall be paid to the Participant in one lump sum as soon as practicable after the date the Participant terminates employment, except that a Participant who becomes employed by a member of the Affiliated Group immediately after terminating employment with the Company or Participating Subsidiary shall not receive their benefit under the Plan until the Participant terminates employment from the Affiliated Group; provided, however, the Committee, in its sole discretion, may elect to make such payments in the amounts and on such schedule as it may determine.

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(j) Rehire of Participant. In the event a Participant is a Rehired Participant, he/she will be eligible to receive notifications as specified in Section 2 and will be eligible to submit an Indication of Preference or Election to Defer as specified in Section 3, if the Participant agrees to the suspension of payments from his/her Deferred Compensation Account during the period of reemployment by the Company. Upon termination of reemployment, such payments shall resume on the same schedule as was in effect at the time the Participant previously Retired or was Laid Off.

SECTION 6. Special Provisions for Former ARCO Alaska Employees.

Notwithstanding any provisions to the contrary, in order to comply with the terms of the Master Purchase and Sale Agreement (“Sale Agreement”) by which the Company acquired certain Alaskan assets of Atlantic Richfield Company (“ARCO”), a Participant who was eligible to participate in the ARCO employee benefit plans immediately prior to becoming an Employee and who was not employed by ARCO Marine, Inc. (a “former ARCO Alaska employee”) may, in a manner prescribed by the Plan Administrator, indicate a preference or make an election:

(a) To reduce voluntarily salary and receive an Award in the amount of the reduction credited to, at the Employee’s election, (i) an account under this Plan or (ii) for so long as the ARCO Executive Deferral Plan will accept such deferrals of salary, but not beyond December 31, 2001, an account under the ARCO Executive Deferral Plan; or

(b) To defer any Award payable to a former ARCO employee who is involuntarily terminated prior to April 18, 2002, in lieu of a target ARCO Annual Incentive Plan (AIP) award, and at the Employee’s election credit the Award to (i) an account under this Plan or (ii) to the ARCO Executive Deferral Plan; or

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(c) To defer the Final ARCO Supplemental Executive Retirement Plan (SERP) benefit that will be calculated as of the earlier of April 17, 2002, or the date the former ARCO employee voluntarily or involuntarily terminates employment from the Company or any Participating Subsidiary to the ARCO Executive Deferral Plan; or

(d) To defer the value of the restricted stock granted on July 31, 2000, to an account under this Plan when the restrictions lapse on July 31, 2001, July 31, 2002, and July 31, 2003; provided that such indications of preference shall be made in July of the year preceding the calendar year when the restrictions are scheduled to lapse or as soon as practicable after July 31, 2000, for the restrictions on the shares that are to be lapsed on July 31, 2001; or

(e) For a former ARCO Alaska employee who was classified as a grade 7 or 8 under ARCO’s job classification system and was eligible under ARCO’s Executive Deferral Plan to voluntarily reduce salary and defer the amount of the voluntary salary reduction and who was classified as a grade 31 or below at that time under Phillips Petroleum Company’s job classification system, to make an annual election to voluntarily reduce salary and defer the amount of the voluntary salary reduction for salary received from July 31, 2000, through December 31, 2000, and for the five years from 2001 through 2005 and receive a salary deferral credit under this Plan.

All indications of preference in Sections 6(a), (b), and (c) are subject to approval by the Compensation Committee if the Employee is subject to Section 16 of the Exchange Act and by the CEO if the Employee is not subject to Section 16 of the Exchange Act.

SECTION 7. Designation of Beneficiary.

Each Participant shall designate a beneficiary or beneficiaries to receive the entire balance of the Participant’s Deferred Compensation Account by giving signed written notice of such

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designation to the Plan Administrator. The Participant may from time to time change or cancel any previous beneficiary designation in the same manner. The last beneficiary designation received by the Plan Administrator shall be controlling over any prior designation and over any testamentary or other disposition. After acceptance by the Plan Administrator of such written designation, it shall take effect as of the date on which it was signed by the Participant, whether the Participant is living at the time of such receipt, but without prejudice to the Company or the CEO on account of any payment made under this Plan before receipt of such designation.

SECTION 8. Nonassignability.

The right of a Participant, or beneficiary, or other person who becomes entitled to receive payments under this Plan, shall not be assignable or subject to garnishment, attachment, or any other legal process by the creditors of, or other claimants against, the Participant, beneficiary, or other such person.

SECTION 9. Administration.

(a) The Plan Administrator may adopt such rules, regulations, and forms as deemed desirable for administration of the Plan and shall have the discretionary authority to allocate responsibilities under the Plan to such other persons as may be designated.

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant or denial. In the event that a claim is denied in whole or in part by the Plan Administrator, the claimant, within ninety days of receipt of said claim by the Plan Administrator, shall receive written notice of denial. Such notice shall contain:

(1) a statement of the specific reason or reasons for the denial;

(2) specific references to the pertinent provisions hereunder on which such denial is based;

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(3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

(4) an explanation of the following claims review procedure set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly denied in whole or in part by the Plan Administrator may request a review of the denial by making written application to the Trustee. The claimant shall have the right to review all pertinent documents relating to said claim and to submit issues and comments in writing to the Trustee. Any person filing an appeal from the denial of a claim must do so in writing within sixty days after receipt of written notice of denial. The Trustee shall render a decision regarding the claim within sixty days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable time, but not later than 120 days after receipt of the request for review. The decision of the Trustee shall be in writing and, in the case of the denial of a claim in whole or in part, shall set forth the same information as is required in an initial notice of denial by the Plan Administrator, other than an explanation of this claims review procedure. The Trustee shall have absolute discretion in carrying out its responsibilities to make its decision of an appeal, including the authority to interpret and construe the terms hereunder, and all interpretations, findings of fact, and the decision of the Trustee regarding the appeal shall be final, conclusive and binding on all parties.

(d) Compliance with the procedures described in paragraphs (b) and (c) shall be a condition precedent to the filing of any action to obtain any benefit or enforce any right which any individual may claim hereunder. Notwithstanding anything to the contrary in the Plan, these paragraphs (b), (c), and (d) may not be amended without the written consent of a seventy-five percent (75%) majority of Participants and Beneficiaries and such paragraphs shall survive the termination of this Plan until all benefits accrued hereunder have been paid.

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SECTION 10. Employment not Affected by Plan.

Participation or nonparticipation in this Plan shall neither adversely affect any person’s employment status nor confer any special rights on any person other than those expressly stated in the Plan. Participation in the Plan by an Employee of the Company or of a Participating Subsidiary shall not affect the Company’s or the Participating Subsidiary’s right to terminate the Employee’s employment or to change the Employee’s compensation or position.

SECTION 11. Determination of Recipients of Awards.

The determination of those persons who are entitled to Awards under an Incentive Compensation Plan and any other such plans shall be governed solely by the terms and provisions of the applicable plan, and the selection of an Employee as a Potential Participant or the acceptance of an indication of preference to defer an Award hereunder shall not in any way entitle such Potential Participant to an Award.

SECTION 12. Method of Providing Payments.

(a) Nonsegregation. Amounts deferred pursuant to this Plan and the crediting of amounts to a Participant’s Deferred Compensation Account shall represent the Company’s unfunded and unsecured promise to pay compensation in the future. With respect to said amounts, the relationship of the Company and a Participant shall be that of debtor and general unsecured creditor. While the Company may make investments for the purpose of measuring and meeting its obligations under this Plan such investments shall remain the sole property of the Company subject to claims of its creditors generally, and shall not be deemed to form or be included in any part of the Deferred Compensation Account.

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(b) Funding. It is the intention of the Company that this Plan shall be unfunded for federal tax purposes and for purposes of Title I of ERISA; provided, however, that the Company may establish a grantor trust to satisfy part or all of its Plan payment obligations so long as the Plan remains unfunded for federal tax purposes and for purposes of Title I of ERISA.

SECTION 13. Amendment or Termination of Plan.

Subject to Paragraph 9(d), the Company reserves the right to amend this Plan from time to time or to terminate the Plan entirely, provided, however, that no amendment may affect the balance in a Participant’s account on the effective date of the amendment. No Participant shall participate in a decision to amend or terminate this Plan. In the event of termination of the Plan, the Chief Executive Officer, in his sole discretion, may elect to have the Company pay to the Participant in one lump sum as soon as practicable after termination of the Plan, the balance then in the Participant’s account.

SECTION 14. Miscellaneous Provisions.

(a) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

(b) This Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

(c) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and

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continued as the Phillips 66 Key Employee Deferred Compensation Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. On and after the Effective Time, the Company, other members of the Affiliated Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Affiliated Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Key Employee Deferred Compensation Plan.

Further, as of the Distribution, the Restricted Stock and Restricted Stock Units of ConocoPhillips shall be converted into Restricted Stock and Restricted Stock Units of ConocoPhillips and restricted stock and restricted stock units of Phillips 66 as provided in the Agreement. The amounts to be credited to a Participant’s Deferred Compensation Account under Section 4(a) will be based on such Restricted Stock and Restricted Stock Units of ConocoPhillips and restricted stock and restricted stock units of Phillips 66 after the Distribution.

Furthermore, with regard to any valuation that occurs after the Distribution and which requires valuation of Stock or the common stock of Phillips 66 (“Phillips 66 Common Stock”), or of both, from a time on or before the Distribution and from a time after the Distribution, then the following shall apply, in order to allow the valuation to take into account the distribution by stock dividend of one share of Phillips 66 Common Stock for each two shares of Stock held at the Distribution:

(1) The value of Stock or of Phillips 66 Common Stock determined as of any date after the Distribution shall be determined using market information related to each;

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(2) The value of Stock determined as of any date on or before the Distribution that does not also require a valuation of Stock as of any date after the Distribution shall be determined using market information related to Stock as it traded on or before the Distribution;

(3) The value of Stock determined as of any date on or before the Distribution that also requires a valuation of Stock or of Phillips 66 Common Stock as of any date after the Distribution shall be deemed to be two-thirds of the value of Stock determined using market information related to Stock as it traded on or before the Distribution; and

(4) The value of Phillips 66 Common Stock determined as of any date on or before the Distribution that also requires a valuation of Stock or of Phillips 66 Common Stock as of any date after the Distribution shall be deemed to be one-third of the value of Stock determined using market information related to Stock as it traded on or before the Distribution.

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SECTION 15. Effective Date of Restated Plan.

Title I of the Key Employee Deferred Compensation Plan of ConocoPhillips is hereby amended and restated effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

/s/ Carin S. Knickel                

Carin S. Knickel

Vice President, Human Resources

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EX-10.12.2

Exhibit 10.12.2

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF

CONOCOPHILLIPS

TITLE II

(Effective for benefits earned or vested after

December 31, 2004)

2012 RESTATEMENT

The Key Employee Deferred Compensation Plan of ConocoPhillips is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

PURPOSE

The purpose of the Key Employee Deferred Compensation Plan of ConocoPhillips (the “Plan”) is to attract and retain key employees by providing them with an opportunity to defer receipt of cash amounts which otherwise would be paid to them under various compensation programs or plans by a Participating Subsidiary. Title I of this Plan is effective with regard to benefits earned and vested prior to January 1, 2005, while Title II of this Plan is effective with regard to benefits earned or vested after December 31, 2004. Earnings, gains, and losses shall be allocated to the Title of the Plan to which the underlying obligations giving rise to them are allocated. The Plan is sponsored and maintained by ConocoPhillips Company.

This Title II of the Plan is intended (1) to comply with Code section 409A, as enacted as part of the American Jobs Creation Act of 2004, and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

SECTION 1. Definitions.

(a) “Award” shall mean the United States cash dollar amount (i) allotted to an Employee under the terms of an Incentive Compensation Plan or a Long Term Incentive Plan, or (ii) required to be credited to an Employee’s Deferred Compensation Account pursuant to the terms of an Award or of an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, the Strategic Incentive Plan, a Long Term Incentive Plan, or any similar plans, or any administrative procedure adopted pursuant thereto, or (iii) credited as a result of an Employee’s voluntary reduction of Salary, or (iv) any other amount determined by the Committee to be an Award under the Plan.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(c) “Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips.

(d) “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any successor corporation. The Company is a subsidiary of ConocoPhillips.

(e) “ConocoPhillips” shall mean ConocoPhillips, a Delaware corporation, or any successor corporation. ConocoPhillips is a publicly held corporation and the parent of the Company.

(f) “Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

(g) “Deferred Compensation Account” shall mean an account established and maintained for each Participant in which is recorded the amounts of Awards deferred by a Participant, the deemed gains, losses, and earnings accrued thereon, and payments made therefrom all in accordance with the terms of the Plan.

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(h) “Election Form” shall mean a written form, including one in electronic format, provided by the Plan Administrator pursuant to which a Participant may elect the time and form of payment of his or her Benefit.

(i) “Employee” shall mean any individual who is a salaried employee of the Company or of a Participating Subsidiary who is eligible to receive an Award from an Incentive Compensation Plan and at the time of the Award is classified as a ConocoPhillips salary grade 19 or above or any equivalent salary grade at a Participating Subsidiary.

(j) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

(k) “Heritage Conoco Employee” shall mean an individual employed by Conoco Inc., Conoco Pipe Line Company, or Louisiana Gas Systems Inc. prior to January 1, 2003; provided, however, that an individual who has been terminated from employment with a member of the Controlled Group at any time and rehired by a member of the Controlled Group after January 1, 2003, shall not be considered a Heritage Conoco Employee for purposes of this Plan.

(l) “Incentive Compensation Plan” shall mean the ConocoPhillips Variable Cash Incentive Program, the Incentive Compensation Plan of Phillips Petroleum Company, or the Annual Incentive Compensation Plan of Phillips Petroleum Company, the Special Incentive Plan for Former Tosco Executives, the Conoco Inc. Global Variable Compensation Plan, or a similar plan of a Participating Subsidiary, or any similar or successor plans, or all, as the context may require.

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(m) “Long-Term Incentive Compensation Plan” shall mean the Long-Term Incentive Compensation Plan of Phillips Petroleum Company, which was terminated December 31, 1985.

(n) “Long-Term Incentive Plan” shall mean the ConocoPhillips Performance Share Program, the ConocoPhillips Restricted Stock Program, the Phillips Petroleum Company Long-Term Incentive Plan, or a similar or successor plan of any of them, established under an Omnibus Securities Plan.

(o) “Omnibus Securities Plan” shall mean the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, the 2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, the 2002 Omnibus Securities Plan of Phillips Petroleum Company, the Omnibus Securities Plan of Phillips Petroleum Company, the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 1998 Key Employee Stock Plan of ConocoPhillips, or a similar or successor plan of any of them.

(p) “Participant” shall mean a person for whom a Deferred Compensation Account is maintained.

(q) “Participating Subsidiary” shall mean a Subsidiary that has adopted one or more plans making participants eligible for participation in this Plan and one or more Employees of which are Potential Participants.

(r) “Plan Administrator” shall mean the Vice President, Human Resources of the Company, or his or her successor.

(s) “Potential Participant” shall mean a person who has received a notice specified in Section 2.

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(t) “Restricted Stock” and “Restricted Stock Units” shall mean respectively shares of Stock and units each of which shall represent a hypothetical share of Stock, which have certain restrictions attached to the ownership thereof or the delivery of shares pursuant thereto.

(u) “Retirement” or “Retire” or “Retiring” shall mean Separation from Service from the Controlled Group on or after age 55 or above and on or after the earliest early retirement date as defined in applicable title of the ConocoPhillips Retirement Plan or of the applicable retirement plan of a Participating Company.

(v) “Schedule A Employee” shall mean an Employee whose name appears in Schedule A attached to and made a part of this Plan.

(w) “Separation from Service” shall mean the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

(x) “Settlement Date” shall mean the date on which all acts under an Incentive Compensation Plan or the Long-Term Incentive Compensation Plan or actions directed by the Committee, as the case may be, have been taken which are necessary to make an Award payable to the Participant.

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(y) “Salary” shall mean the monthly equivalent rate of pay for an Employee before adjustments for any before-tax voluntary reductions.

(z) “Stock” means shares of common stock of ConocoPhillips, par value $.01.

(aa) “Strategic Incentive Plan” shall mean the Strategic Incentive Plan portion of the 1986 Stock Plan of Phillips Petroleum Company, of the 1990 Stock Plan of Phillips Petroleum Company, of the Phillips Petroleum Company Omnibus Securities Plan, and of any successor plans of similar nature.

(bb) “Subsidiary” shall mean any corporation or other entity that is treated as a single employer with ConocoPhillips under section 414(b) or (c) of the Code. In applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

(cc) “Trustee” shall mean the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.

SECTION 2. Notification of Potential Participants.

(a) Incentive Compensation Plan. Each year after 2008, at such times as the Plan Administrator may determine, Employees who are expected to be eligible to receive an Award for the immediately following calendar year under an Incentive Compensation Plan will be notified and given the opportunity to make an election, using the Election Form or in such other manner prescribed by the Plan Administrator, to defer all or part of such Award; provided, however, that in the case of an Award under an Incentive Compensation Plan determined by the Plan

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Administrator to be “performance-based compensation” under Code section 409A, the Plan Administrator may delay the notification and opportunity to make an election until no later than June 30 of the year for which the Award is to be made.

(b) Salary Reduction. With regard to each year, at such times as the Plan Administrator may determine, Employees on the U.S. dollar payroll will be notified and given the opportunity to make an election, using the Election Form or in such other manner prescribed by the Plan Administrator, to make a voluntary reduction of Salary for each pay period of the following calendar year, in which case the Company will credit a like amount as an Award hereunder, provided that the amount of such voluntary reduction shall not be less than 1% nor more than 50% of the Employee’s Salary per pay period.

SECTION 3. Election to Defer Award or Reduce Salary.

(a) Incentive Compensation Plan. If a Potential Participant elects to defer under this Plan all or any part of the Award to which a notice received under Section 2(a) pertains, the Potential Participant must make such election, using the Election Form or in such other manner prescribed by the Plan Administrator, which must be received on or before December 31 of the year in which said Section 2(a) notice was received (or at such earlier time as may be prescribed by the Plan Administrator). The Potential Participant’s election shall become irrevocable on December 31 of the year in which said Section 2(a) notice was received (except in the case of an election for an Award under an Incentive Compensation Plan determined by the Plan Administrator to be “performance-based compensation” under Code section 409A, the election shall become irrevocable on June 30 of the year for which the Award is to be made), subject to the provisions Section 5(d). If an election is not properly made and timely received, the Potential Participant will be deemed to have elected to receive and not to defer any such Incentive Compensation Plan Award.

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(b) Salary Reduction. If a Potential Participant elects to voluntarily reduce Salary to which a notice received under Section 2(b) pertains and receive an Award hereunder in lieu thereof, the Potential Participant must make an election, using the Election Form or in such other manner prescribed by the Plan Administrator, which must be received on or before December 31 (or such earlier time as may be prescribed by the Plan Administrator) prior to the beginning of the calendar year of the elected deferral. Such election must be in writing signed by the Potential Participant, and must state the amount of the salary reduction the Potential Participant elects. Such election becomes irrevocable on December 31 prior to the beginning of the calendar year, subject to the provisions Section 5(d). If an election is not properly made and timely received, the Potential Participant will be deemed to have elected to receive and not to defer any such Salary.

SECTION 4. Deferred Compensation Accounts.

(a) Credit for Deferral. Amounts deferred pursuant to Section 3(a) will be credited to a Deferred Compensation Account for the Participant for the calendar year in which the amounts are deferred not later than 30 days after the Settlement Date of the Incentive Compensation Plan.

If an Award in the form of Restricted Stock or Restricted Stock Units provides that, in certain instances the Restricted Stock or Restricted Stock Units shall be cancelled and a market value in lieu thereof be credited to a Deferred Compensation Account for the Participant, then the market value shall be credited to a Deferred Compensation Account for the Participant as of the day that the Award in the form of Restricted Stock or Restricted Stock Units is cancelled. The market value of the underlying Restricted Stock or the shares represented by the Restricted Stock Units awarded under a Long Term Incentive Plan, under an Incentive Compensation Plan that began on or after January 1, 2003, under an Omnibus Securities Plan (with regard to awards made on or after January 1, 2003), and for the Special Stock Awards issued on October 22, 2002, shall be the monthly average Fair Market Value

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of the Stock during the calendar month preceding the month in which the restrictions lapse or shares are to be delivered as applicable. The monthly average Fair Market Value of the Stock is the average of the daily Fair Market Value of the Stock for each trading day of the month. For Awards made prior to those times, the market value of the underlying Restricted Stock or the shares represented by the Restricted Stock Units, as applicable, shall be based on the higher of (i) the average of the high and low selling prices of the Stock on the date the restrictions lapse or the last trading day before the day the restrictions lapse if such date is not a trading day or (ii) the average of the high three monthly Fair Market Values of the Stock during the twelve calendar months preceding the month in which the restrictions lapse. The monthly Fair Market Value of the Stock is the average of the daily Fair Market Value of the Stock for each trading day of the month. The daily Fair Market Value of the Stock shall be deemed equal to the average of the high and low selling prices of the Stock on the New York Stock Exchange.

Amounts deferred pursuant to other provisions of this Plan shall be credited to a Deferred Compensation Account for the Participant for the calendar year in which such amounts are deferred not later than 30 days after the date the Award or Salary would otherwise be payable.

(b) Designation of Investments. The amount in each Deferred Compensation Account of a Participant shall be deemed to have been invested and reinvested from time to time, in such “eligible securities” as the Participant shall designate. Prior to or in the absence of a Participant’s designation, the Company shall designate an “eligible security” in which the Participant’s Deferred Compensation Account shall be deemed to have been invested until designation instructions are received from the Participant. Eligible securities are those securities designated by the Chief Financial Officer of ConocoPhillips, or his successor. The Chief Financial Officer of ConocoPhillips may include as eligible securities, stocks listed on a national securities exchange, and bonds, notes, debentures, corporate or governmental, either listed on a national securities exchange or for which price quotations are published

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in The Wall Street Journal and shares issued by investment companies commonly known as “mutual funds.” The Deferred Compensation Accounts of a Participant will be adjusted to reflect the deemed gains, losses, and earnings as though the amount deferred was actually invested and reinvested in the eligible securities for each Deferred Compensation Account of the Participant.

Notwithstanding anything to the contrary in this section 4(b), in the event the Company (or any trust maintained for this purpose) actually purchases or sells such securities in the quantities and at the times the securities are deemed to be purchased or sold for a Deferred Compensation Account of a Participant, the Account shall be adjusted accordingly to reflect the price actually paid or received by the Company for such securities after adjustment for all transaction expenses incurred (including without limitation brokerage fees and stock transfer taxes).

In the case of any deemed purchase not actually made by the Company, the Deferred Compensation Account shall be charged with a dollar amount equal to the quantity and kind of securities deemed to have been purchased multiplied by the fair market value of such security on the date of reference and shall be credited with the quantity and kind of securities so deemed to have been purchased. In the case of any deemed sale not actually made by the Company, the account shall be charged with the quantity and kind of securities deemed to have been sold, and shall be credited with a dollar amount equal to the quantity and kind of securities deemed to have been sold multiplied by the fair market value of such security on the date of reference. As used in this paragraph “fair market value” means in the case of a listed security the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices to the nearest preceding day for which such prices are available.

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The Plan Administrator may designate a third party to provide services that may include record keeping, Participant accounting, Participant communication, payment of installments to the Participant, tax reporting, and any other services specified in an agreement with such third party.

(c) Payments. A Participant’s Deferred Compensation Account shall be debited with respect to payments made from the account pursuant to this Plan as of the date such payments are made from the account. Payments shall be made on the dates specified in the elections of the Participant; provided, however, that the Participant shall have no right to complain or make a claim about the date of a payment if such payment is made no earlier than 30 days prior to the specified date and no later than the end of the calendar year in which such specified date falls (or, if later, by the 15^th day of the third calendar month following the specified date).

If any person to whom a payment is due hereunder is under legal disability as determined in the sole discretion of the Plan Administrator, the Plan Administrator shall have the power to cause the payment due such person to be made to such person’s guardian or other legal representative for the person’s benefit, and such payment shall constitute a full release and discharge of the Company, all members of the Controlled Group, the Plan Administrator, and any fiduciary of the Plan.

(d) Statements. At least one time per year the Plan Administrator (or a third party acting for the Plan Administrator) will furnish each Participant a written statement setting forth the current balance in the Participant’s Deferred Compensation Account, the amounts credited or debited to such account since the last statement and the payment schedule of deferred Awards, and deemed gains, losses, and earnings accrued thereon as provided by the deferred payment option selected by the Participant. This provision shall be deemed satisfied if the Plan Administrator (or a third party acting for the Plan Administrator) makes such information available through electronic means, such as a web site, and informs affected Participants of the availability of the information and the manner of accessing it.

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SECTION 5. Payments from Deferred Compensation Accounts.

(a) Election of Method of Payment. At the time a Potential Participant submits an election to defer all or any part of an Award under an Incentive Compensation Plan as provided in Section 3(a) above or to reduce any part of salary as provided in Section 3(b) above, the Potential Participant shall also elect, using the Election Form or in such other manner prescribed by the Plan Administrator, which of the payment options, provided for in Paragraph (b) of this Section, shall apply to the deferred portion of said Award or salary adjusted for any deemed gains, losses, and earnings accrued thereon credited to the Participant’s Deferred Compensation Account under this Plan. Subject to Paragraph (d) of this Section, the election of the method of payment of the amount deferred shall become irrevocable on December 31 of the year in which the applicable Section 2(a) or (b) notice was received (except in the case of an election for an Award under an Incentive Compensation Plan determined by the Plan Administrator to be “performance-based compensation” under Code section 409A, the election shall become irrevocable on June 30 of the year in which said Section 2(a) or (b) notice was received). If an election does not properly indicate a time and method of payment, the Potential Participant will be deemed to have elected to receive such payment in a single lump sum at the earlier of death or the first of the calendar quarter following six months after Separation from Service other than by death.

(b) Payment Options. A Potential Participant may elect, using an Election Form or in such other manner prescribed by the Plan Administrator, to have the deferred portion of an Incentive Compensation Plan Award or salary adjusted for any deemed gains, losses, and earnings accrued thereon paid:

(i) (After Separation from Service) in 1 to 15 annual installments, in 2 to 30 semi-annual installments, or in 4 to 60 quarterly installments, the payment of the first of any of such installments to commence on the first day of the first calendar quarter which is on or after one year from the Participant’s Separation from Service and is no longer than five years from the Participant’s Separation from Service, subject to Paragraph (d) of this Section, or

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(ii) (Date Certain) with regard only to the deferred portion of an Incentive Compensation Award, in 1 to 15 annual installments, in 2 to 30 semi-annual installments, or in 4 to 60 quarterly installments, the payment of the first of any of such installments to commence on the first day of calendar quarter which is designated by the Participant, is at least one year after the date on which the election is made, and is not later than the 65^th birthday of the Participant, subject to Paragraph (d) of this Section.

(iii) In the event that no election is properly and timely made with regard to the time and method of payment under Section 5(b)(i), payment shall be made on the earlier of the death or the date which is the first of the calendar quarter following six months after the date of Separation from Service, whether by retirement, disability, or otherwise (other than by death), of the Participant, subject to Paragraph (d) of this Section.

(c) Method of Payment of the Value of Restricted Stock and Restricted Stock Units. If an Award in the form of Restricted Stock or Restricted Stock Units provides that, in certain instances the Restricted Stock or Restricted Stock Units shall be cancelled and a market value in lieu thereof be credited to a Deferred Compensation Account for the Participant, payment of such Deferred Compensation Account shall be made on the earlier of the death or the date which is the first of the calendar quarter following six months after the date of Separation from Service, whether by retirement, disability, or otherwise (than death), of the Participant, subject to Paragraph (d) of this Section.

(d) Change in Time or Form of Payment. A Participant may make an election to change the time or form of payment elected or set under Section 5 (including this Paragraph (d)), but only if the following rules are satisfied:

(1) The election to change the time or form of payment may not take effect until at least twelve months after the date on which such election is made;

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(2) Payment under such election may not be made earlier than at least five years from the date the payment would have otherwise been made or commenced;

(3) Such payment may commence as of the beginning of any calendar quarter;

(4) An election to receive payments in installments shall be treated as a single payment for purposes of these rules;

(5) The election may not result in an impermissible acceleration of payment prohibited under Code section 409A;

(6) No more than four such elections shall be permitted with respect to each Deferred Compensation Account of a Participant; and

(7) No payment may be made after the date that is twenty (20) years after the date of the Participant’s Separation from Service.

(e) Effect of Taxation. If a portion of a Participant’s Benefit (and earnings, gains, and losses thereon) is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.

(f) Installment Amount. The amount of each installment shall be determined by dividing the balance in the Participant’s Deferred Compensation Account as of the date the installment is to be paid, by the number of installments remaining to be paid (inclusive of the current installment).

(g) Death of Participant. Upon the death of a Participant, the Participant’s beneficiary or beneficiaries designated in accordance with Section 8, or in the absence of an effective beneficiary designation, the surviving spouse, surviving children (natural or adopted) in equal shares, or the Estate of the deceased Participant, in that order of priority, shall receive payments in accordance with the payment option selected by the Participant or, if no payment option was properly and timely selected by the Participant with regard to a Deferred Compensation Account, upon the death of the Participant.

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SECTION 6. Special Provisions for Former ARCO Alaska Employees.

Notwithstanding any provisions to the contrary, in order to comply with the terms of the Master Purchase and Sale Agreement (“Sale Agreement”) by which the Company acquired certain Alaskan assets of Atlantic Richfield Company (“ARCO”), a Participant who was eligible to participate in the ARCO employee benefit plans immediately prior to becoming an Employee and who was not employed by ARCO Marine, Inc. (a “former ARCO Alaska employee”) and who was classified as a grade 7 or 8 under ARCO’s job classification system and was eligible under ARCO’s Executive Deferral Plan to voluntarily reduce salary and defer the amount of the voluntary salary reduction and who was classified as a grade 31 or below at that time under Phillips Petroleum Company’s job classification system may, in a manner prescribed by the Plan Administrator, make an election to voluntarily reduce salary and defer the amount of the voluntary salary reduction for salary received for 2005 and receive a salary deferral credit under this Plan; provided, that all of the Plan provisions (other than eligibility to participate) shall apply to such an election.

SECTION 7. Schedule A Employees.

Notwithstanding any earlier election or indication of preference to participate in voluntary salary reductions to be deferred into the Plan in 2005 or deferrals into the Plan in 2005 of Awards under an Incentive Compensation Plan, Schedule A Employees shall have their participation in the Plan for 2005 revoked as to the salary reductions or Incentive Compensation Plan Award or both, as indicated on Schedule A to this Plan. Any such deferrals made in 2005 for such Schedule A Employees shall be returned to them (together with any earnings, gains, or losses thereon) on or before December 31, 2005.

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SECTION 8. Designation of Beneficiary.

Each Participant shall designate a beneficiary or beneficiaries to receive the entire balance of the Participant’s Deferred Compensation Account by giving signed written notice of such designation to the Plan Administrator. The Participant may from time to time change or cancel any previous beneficiary designation in the same manner. The last beneficiary designation received by the Plan Administrator shall be controlling over any prior designation and over any testamentary or other disposition. After acceptance by the Plan Administrator of such written designation, it shall take effect as of the date on which it was signed by the Participant, whether the Participant is living at the time of such receipt, but without prejudice to the Company or any member of the Controlled Group or the Plan Administrator or their respective employees and agents on account of any payment made under this Plan before receipt of such designation.

SECTION 9. Nonassignability.

The right of a Participant, or beneficiary, or other person who becomes entitled to receive payments under this Plan, shall not be assignable or subject to garnishment, attachment, or any other legal process by the creditors of, or other claimants against, the Participant, beneficiary, or other such person.

SECTION 10. Administration.

(a) The Plan shall be administered by the Plan Administrator. The Plan Administrator may delegate to employees of the Company or any member of the Controlled Group the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take such other steps deemed necessary, advisable, or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Plan Administrator may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or

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Benefits hereunder. The Plan Administrator may adopt such rules, regulations, and forms as deemed desirable for administration of the Plan and shall have the discretionary authority to allocate responsibilities under the Plan to such other persons as may be designated.

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant, or denial. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

(c) In the case of a denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Plan Administrator. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. A denial or partial denial of a claim will be dated and signed by the Plan Administrator and will clearly set forth:

(1) the specific reason or reasons for the denial;

(2) specific reference to pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d) Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Trustee for a full and fair review of the denied claim by filing a written notice of appeal with the

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Trustee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(e) The Trustee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(1) the specific reason or reasons for the adverse determination;

(2) specific reference to pertinent Plan provisions on which the adverse determination is based;

(3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(4) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

(f) A decision will be rendered no more than 60 days after the Trustee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Trustee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

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(g) To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

SECTION 11. Employment not Affected by Plan.

Participation or nonparticipation in this Plan shall neither adversely affect any person’s employment status nor confer any special rights on any person other than those expressly stated in the Plan. Participation in the Plan by an Employee of the Company or of a Participating Subsidiary shall not affect the Company’s or any Controlled Group member’s right to terminate the Employee’s employment or to change the Employee’s compensation or position.

SECTION 12. Determination of Recipients of Awards.

The determination of those persons who are entitled to Awards under an Incentive Compensation Plan and any other such plans shall be governed solely by the terms and provisions of the applicable plan or program, and the selection of an Employee as a Potential Participant or the acceptance of an indication of preference to defer an Award hereunder shall not in any way entitle such Potential Participant to an Award.

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SECTION 13. Method of Providing Payments.

(a) Nonsegregation. Amounts deferred pursuant to this Plan and the crediting of amounts to a Participant’s Deferred Compensation Account shall represent the Company’s unfunded and unsecured promise to pay compensation in the future. With respect to said amounts, the relationship of the Company and a Participant shall be that of debtor and general unsecured creditor. While the Company may make investments for the purpose of measuring and meeting its obligations under this Plan such investments shall remain the sole property of the Company subject to claims of its creditors generally, and shall not be deemed to form or be included in any part of the Deferred Compensation Account.

(b) Funding. It is the intention of the Company that this Plan shall be unfunded for federal tax purposes and for purposes of Title I of ERISA; provided, however, that the Company may establish a grantor trust to satisfy part or all of its Plan payment obligations so long as the Plan remains unfunded for federal tax purposes and for purposes of Title I of ERISA.

SECTION 14. Amendment or Termination of Plan.

The Company reserves the right to amend this Plan from time to time or to terminate the Plan entirely, provided, however, that no amendment may affect the balance in a Participant’s account on the effective date of the amendment.

SECTION 15. Miscellaneous Provisions.

(a) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

(b) This Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

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(c) It is the intention of the Company that, so long as any of ConocoPhillips’ equity securities are registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, this Plan shall be operated in compliance with 16(b) and, if any Plan provision or transaction is found not to comply with Section 16(b), that provision or transaction, as the case may be, shall be deemed null and void ab initio. Notwithstanding anything in the Plan to the contrary, the Company, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers and directors subject to Section 16(b) without so restricting, limiting or conditioning the Plan with respect to other Participants.

(d) For purposes of this Plan, electronic communications and signatures shall be considered to be in writing if made in conformity with procedures which the Plan Administrator may adopt from time to time.

(e) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Key Employee Deferred Compensation Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. On and after the Effective Time, the Company, ConocoPhillips, other members of the Controlled Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Controlled Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Key Employee Deferred Compensation Plan.

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Further, as of the Distribution, the Restricted Stock and Restricted Stock Units of ConocoPhillips shall be converted into Restricted Stock and Restricted Stock Units of ConocoPhillips and restricted stock and restricted stock units of Phillips 66 as provided in the Agreement. The amounts to be credited to a Participant’s Deferred Compensation Account under Section 4(a) will be based on such Restricted Stock and Restricted Stock Units of ConocoPhillips and restricted stock and restricted stock units of Phillips 66 after the Distribution.

Furthermore, with regard to any valuation that occurs after the Distribution and which requires valuation of Stock or the common stock of Phillips 66 (“Phillips 66 Common Stock”), or of both, from a time on or before the Distribution and from a time after the Distribution, then the following shall apply, in order to allow the valuation to take into account the distribution by stock dividend of one share of Phillips 66 Common Stock for each two shares of Stock held at the Distribution:

(1) The value of Stock or of Phillips 66 Common Stock determined as of any date after the Distribution shall be determined using market information related to each;

(2) The value of Stock determined as of any date on or before the Distribution that does not also require a valuation of Stock as of any date after the Distribution shall be determined using market information related to Stock as it traded on or before the Distribution;

(3) The value of Stock determined as of any date on or before the Distribution that also requires a valuation of Stock or of Phillips 66 Common Stock as of any date after the Distribution shall be deemed to be two-thirds of the value of Stock determined using market information related to Stock as it traded on or before the Distribution; and

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(4) The value of Phillips 66 Common Stock determined as of any date on or before the Distribution that also requires a valuation of Stock or of Phillips 66 Common Stock as of any date after the Distribution shall be deemed to be one-third of the value of Stock determined using market information related to Stock as it traded on or before the Distribution.

SECTION 16. Effective Date of the Restated Plan.

Title II of the Key Employee Deferred Compensation Plan of ConocoPhillips is hereby amended and restated as set forth in this 2012 Restatement effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

/s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

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APPENDIX A

SELECT NEW HIRES TO TITLE II OF

THE KEY EMPLOYEE DEFERRED COMEPNSATION PLAN OF CONOCOPHILLIPS

For Select New Hires, as set forth in resolutions adopted from time to time by the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips, or its successor, the following provisions apply:

1. The Select New Hire will, effective on the first day of employment with the Controlled Group, become a Participant in Title II of the Key Employee Deferred Compensation Plan of ConocoPhillips. A Deferred Compensation Account will be created for the Select New Hire in the Plan. The amount set forth in the applicable resolution will be credited to the Deferred Compensation Account for the Select New Hire not later than 30 days after the first day of employment of the Select New Hire. Section 5(a) of the Plan shall be disregarded with respect to the Deferred Compensation Account, and in lieu thereof the Select New Hire shall be asked to complete and return to the Plan Administrator election forms to set the time and form of distribution with regard to the Deferred Compensation Account either before the first day of employment or no later than 30 days after the first day of employment. Other than with regard to the timing of the initial distribution election (as set forth in the preceding sentence), other provisions of Section 5 of the Plan shall apply to the Deferred Compensation Account, including default provisions in the event that a properly completed initial distribution election form is not received within the time set forth in the preceding sentence. For purposes of Section 5(b)(ii) of the Plan, the amount set forth in the applicable resolution shall be considered to be a deferred portion of an Incentive Compensation Plan award.

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2. The resolution granting participation to the Select New Hire will also set the vesting schedule for the Deferred Compensation Account provided pursuant to paragraph 1 of this Appendix.

3. All other provisions of the Plan will apply to the Deferred Compensation Account and the Select New Hire as a Participant in the Plan.

4. Nothing in this Appendix is intended to affect the other operations of the Plan, such as Salary reductions and deferrals or Incentive Compensation Plan deferrals. If the Select New Hire is, under the provisions of the Plan, otherwise eligible to, participate in the Plan, the Select New Hire may do so in accordance with those provisions.

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EX-10.13

Exhibit 10.13

CONOCOPHILLIPS

KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN

2012 RESTATEMENT

The ConocoPhillips Key Employee Supplemental Retirement Plan is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

PURPOSE

The purpose of the ConocoPhillips Key Employee Supplemental Retirement Plan (the “Plan”) is to attract and retain key employees by providing them with supplemental retirement benefits. This Plan is intended to be and shall be administered in part as an unfunded pension excess benefit plan within the meaning of ERISA Sections 3(36) and in part as an unfunded pension benefit plan maintained primarily for a select group of management or highly compensated employees.

PRE-AMERICAN JOBS CREATION ACT OF 2004

GRANDFATHERED PROVISIONS

Benefits under this Plan, formerly called the Key Employee Supplemental Retirement Plan of Phillips Petroleum Company (the “Phillips Plan”), that commenced prior to January 1, 2005 (“AJCA-grandfathered benefits”), shall be subject exclusively to the terms and conditions of the Phillips Plan in effect on or before October 3, 2004. No change in the ConocoPhillips

1

Exhibit 10.13

Retirement Plan adopted subsequent to such date and no change in the Phillips Plan or in the ConocoPhillips Key Employee Supplemental Retirement Plan adopted after such date shall apply to an AJCA-grandfathered benefit. Provided, however, for purposes of this paragraph, benefits shall be deemed to have commenced prior to January 1, 2005 and shall be AJCA-grandfathered benefits if the relevant corporate officer or committee approved the Employee’s petition regarding time and form of payment before January 1, 2005 even if the benefits commenced after December 31, 2004. The “relevant corporate officer or committee” means the person or persons with the authority under the Phillips Plan to approve a petition regarding the time and form of payment.

SECTION I. Definitions

Terms used in this Plan shall have the same meaning they have in the relevant Title of the ConocoPhillips Retirement Plan if they are not otherwise specifically defined herein.

As used in this Plan:

(a) “Board” shall mean the board of directors of the Company.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(c) “Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips.

(d) “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any successor corporation. The Company is a subsidiary of ConocoPhillips.

(e) “ConocoPhillips” shall mean ConocoPhillips, a Delaware corporation, or any successor corporation. ConocoPhillips is a publicly held corporation and the parent of the Company.

(f) “Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

2

Exhibit 10.13

(g) “Employee” shall mean a person who is an active participant or a terminated vested participant in the Retirement Plan.

(h) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

(i) “Final Average Earnings” shall mean “final average earnings” as that term is defined in Title I of the ConocoPhillips Retirement Plan.

(j) “Incentive Compensation Plan” shall mean the Incentive Compensation Plan of Phillips Petroleum Company, the Annual Incentive Compensation Plan of Phillips Petroleum Company, the Variable Cash Incentive Program of ConocoPhillips or successor plans or programs, or all, as the context may require.

(k) “KEDCP” shall mean the ConocoPhillips Key Employee Deferred Compensation Plan or a successor plan.

(l) “Participant” shall mean an Employee who is eligible to receive a benefit from this Plan, whether as an active participant who is currently employed by a member of the Controlled Group or as a terminated vested participant who was previously employed by a member of the Controlled Group.

(m) “Participating Subsidiary” shall mean a Subsidiary that has adopted one or more plans making Participants eligible for participation in this Plan.

(n) “Plan” shall mean the ConocoPhillips Key Employee Supplemental Retirement Plan, the terms of which are stated in and by this document. The Plan is sponsored and maintained by the Company.

(o) “Plan Administrator” shall mean the person who is the highest level officer of the Company with primary responsibility for human resources, or such person’s successor.

3

Exhibit 10.13

(p) “Plan-age 55” shall mean the first of the calendar month after an Employee’s age 55 or, if earlier, the date the applicable title of the Retirement Plan treats the Employee as being age 55.

(q) “Restricted Stock” shall mean shares of Stock which have certain restrictions attached to the ownership thereof.

(r) “Retirement Plan” shall mean the ConocoPhillips Retirement Plan, which is qualified under Code Section 401(a).

(s) “Salary” shall mean the monthly equivalent rate of pay for an Employee before adjustments for any before-tax voluntary reductions.

(t) “Schedule A Employee” shall mean an Employee whose name appears in Schedule A attached to and made a part of this Plan.

(u) “Separation from Service” shall mean the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder. For purposes of this Plan, Separation from Service shall not include a separation caused by death.

(v) “Stock” means shares of common stock of ConocoPhillips, par value $.01.

4

Exhibit 10.13

(w) “Subsidiary” shall mean any corporation or other entity that is treated as a single employer with ConocoPhillips under section 414(b) or (c) of the Code. In applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

(x) “Title I” shall mean Title I of the ConocoPhillips Retirement Plan (Phillips Retirement Income Plan).

(y) “Title II” shall mean Title II of the ConocoPhillips Retirement Plan (Cash Balance Account).

(z) “Title III” shall mean Title III of the ConocoPhillips Retirement Plan (Tosco Pension Plan).

(aa) “Title IV” shall mean Title IV of the ConocoPhillips Retirement Plan (Retirement Plan of Conoco).

(bb) “Total Final Average Earnings” shall mean the sum of: (i) the average of the high 3 consecutive Annual Earnings, (including any increases under Section II(b)(i)(bb), (ee), (ff) and (gg) of this Plan, but excluding Incentive Compensation Plan awards and any increases under Section II(b)(i)(aa), (cc), and (dd) of this Plan), paid or deemed to be paid in the Employee’s final eleven calendar years of employment with the Company or a Participating Subsidiary including the calendar year in which the Employee’s last date of employment with the Company or a Participating Subsidiary occurs; plus (ii) the average

5

Exhibit 10.13

of the high 3 Incentive Compensation Plan awards (including any increases under Section II(b)(i)(aa), (cc), or (dd) of this Plan, but excluding any increases under Section II(b)(i)(bb), (ee), (ff) and (gg) of this Plan) paid or deemed to be paid in the Employee’s final eleven calendar years of employment with the Company or a Participating Subsidiary including the calendar year in which the Employee’s last date of employment with the Company or Participating Subsidiary occurs. Provided, however, in determining Total Final Average Earnings, an Incentive Compensation Plan award (and any increases under the provisions of Section II(b)(i) cited above) shall be taken into consideration only if the Employee to whom such award or increase applies, was at the time of the award or increase, classified in a ConocoPhillips salary grade 19 or above job or any equivalent salary grade of Phillips Petroleum Company.

(cc) “Trustee” shall mean the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.

SECTION II. Plan Accrued Benefit.

(a) An Employee shall be entitled to payments under this Plan based on an accrued benefit with the following components: (i) his Title I-related accrued benefit, (ii) his Title II-related accrued Benefit, (iii) his Title III-related accrued benefit (but only with regard to an Employee who, on or after July 1, 2007, performed an hour of service under Title III), and (iv) his Title IV-related accrued benefit, each as defined below. An Employee shall be entitled to payments under this Plan to the same extent he is vested in his respective component under the Retirement Plan.

6

Exhibit 10.13

(b) “Title I-related accrued benefit shall mean the sum of (i), (ii), and (iii) below:

(i) The difference between the Employee’s total accrued benefit under Title I and his actual accrued benefit under Title I. For this purpose, an Employee’s “total accrued benefit under Title I” is the accrued benefit he would have if his accrued benefit under Title I were determined under the terms of Title I but with the following modifications:

(aa) Include in Annual Earnings an award under the Incentive Compensation Plan which the employee deferred under the terms of the KEDCP. Include such award in the calendar year in which the award would have been paid to the Employee if it had not been deferred.

(bb) Include in Annual Earnings salary that would have been paid to the Employee but for the fact that he voluntarily elected to defer receipt of that salary under the terms of KEDCP. Include the deferred salary in Annual Earnings in the calendar year in which the salary would have been paid had it not been deferred.

(cc) Include in Annual Earnings the initial value of a restricted stock or restricted stock unit award under the Incentive Compensation Plan. Include that value in Annual Earnings in the calendar year in which the award was granted.

(dd) Include in Annual Earnings the value of any special award specified by the Committee under the terms of the special award to be included for Annual Earnings purposes under Title I in the year in which any applicable restrictions on the award lapse or, if deferred, in the year in which any applicable restrictions would have lapsed absent an election to defer.

7

Exhibit 10.13

(ee) Disregard the limitations on compensation related to Code section 401(a)(17).

(ff) Disregard the limitation on benefits related to Code section 415.

(gg) If an Employee is eligible to receive benefits under the ConocoPhillips Executive Severance Plan or under the ConocoPhillips Key Employee Change in Control Severance Plan, include in Annual Earnings an amount determined by dividing the Employee’s Salary by 4.3333 times the number of weeks or partial weeks from the date the Employee’s employment ends with the Employer to the end of that calendar year. Provided, however, this subsection (gg) shall be disregarded to the extent the benefit created solely by operation of this subsection (gg) is provided under the terms of Title I.

(ii) In the case of an Employee who terminated employment on or after February 8, 1993, the Title I-related accrued benefit shall include an additional supplemental accrued benefit calculated under the terms of Title I, but disregarding the limitation on compensation that is taken into account, using as final average earnings the difference, if any, between the Total Final Average Earnings and the Final Average Earnings used in Title I.

(iii) The Title I-related accrued benefit shall also include any benefit provided under Section IV of this Plan.

(c) “Title II-related accrued benefit” shall mean the difference between the Employee’s total accrued benefit under Title II and his actual accrued benefit under Title II. For this purpose, an Employee’s “total accrued benefit under Title II” is the accrued benefit he would have if his accrued benefit under Title II were determined under the terms of Title II but with the following modifications:

(i) Include in Annual Earnings an award under the Incentive Compensation Plan which the Employee deferred under the terms of the KEDCP. Include such award in the calendar month and year in which the award would have been paid to the Employee if it had not been deferred.

8

Exhibit 10.13

(ii) Include in Annual Earnings salary that would have been paid to the employee but for the fact that he voluntarily elected to defer receipt of that salary under the terms of KEDCP. Include the deferred salary in Annual Earnings in the calendar month and year in which the salary would have been paid had it not been deferred.

(iii) Include in Annual Earnings the initial value of a restricted stock or restricted stock unit award under the Incentive Compensation Plan. Include that value in Annual Earnings in the calendar month and year in which the award was granted.

(iv) Include in Annual Earnings the value of any special award specified by the Committee under the terms of the special award to be included for Annual Earnings purposes under Title II in the year in which any applicable restrictions on the award lapse or, if deferred, in the year in which any applicable restrictions would have lapsed absent an election to defer.

(v) Disregard the limitation on compensation related to Code section 401(a)(17).

(vi) Disregard the limitation on benefits related to Code section 415.

9

Exhibit 10.13

(d) “Title III-related accrued benefit” shall mean the difference between the Employee’s total accrued benefit under Title III and his actual accrued benefit under Title III. For this purpose, an Employee’s “total accrued benefit under Title III” is the benefit he would have if his accrued benefit were determined under the provisions of Title III but with the following modifications:

(i) Include in Compensation salary that would have been paid to the Employee but for the fact that he voluntarily elected to defer receipt of that salary under the terms of KEDCP or a similar predecessor program but only if such salary is not included in Compensation for purposes of calculating the Title III accrued benefit due to the election to defer. If applicable, include the deferred salary in the calendar month and year in which the salary would have been paid had it not been deferred.

(ii) Disregard the limitation on compensation related to Code section 401(a)(17).

(iii) Disregard the limitation on benefits related to Code section 415.

(e) “Title IV-related accrued benefit” shall mean the difference between the Employee’s total accrued benefit under Title IV and his actual accrued benefit under Title IV. For this purpose, an Employee’s “total accrued benefit under Title IV” is the benefit he would have if his accrued benefit were determined under the provisions of Title IV but with the following modifications:

(i) Include in Compensation salary that would have been paid to the Employee but for the fact that he voluntarily elected to defer receipt of that salary under the terms of KEDCP or a similar predecessor program but only if such salary is not included in Compensation for purposes of calculating the Title IV accrued benefit due to the election to defer. If applicable, include the deferred salary in the calendar month and year in which the salary would have been paid had it not been deferred.

10

Exhibit 10.13

(ii) Include in Compensation any Incentive Compensation Plan award that would have been paid to the Employee but for the fact that he voluntarily elected to defer receipt of that award under the terms of KEDCP or a similar predecessor program but only if such award is not included in Compensation for purposes of calculating the Title IV accrued benefit due to the election to defer. If applicable, include the deferred award in the calendar month and year in which the award would have been paid had it not been deferred.

(iii) Include in Compensation the value of any special award specified by the Committee under the terms of the special award to be included for compensation purposes under Title IV in the calendar month and year in which any applicable restrictions on the award lapse or, if deferred, in the calendar month and year in which any applicable restrictions would have lapsed absent an election to defer.

(iv) Disregard the limitation on compensation related to Code section 401(a)(17).

(v) Disregard the limitation on benefits related to Code section 415.

(f) Each of the components of the accrued benefit under this Plan (the Title I-related accrued benefit, the Title II-related accrued benefit, the Title III-related accrued benefit, and the Title IV-related accrued benefit) shall be expressed as a straight life annuity starting at the age that is the normal retirement age under the applicable title of the Retirement Plan in accordance with the following rules:

(i) If the annuity starting date for the relevant Retirement Plan benefit occurs on or before the required commencement date under this Plan, the Title I-related accrued benefit, the Title II-related accrued benefit, the Title III-related

11

Exhibit 10.13

accrued benefit, or the Title IV-related accrued benefit, as is applicable, shall first be calculated as of the Retirement Plan annuity starting date related to that component benefit and then shall be converted actuarially to a straight life annuity payable at age 65 applying actuarial assumptions that are consistent with the relevant Title of the Retirement Plan. The component accrued benefit so calculated shall not be increased or decreased based on subsequent events.

(ii) If the annuity starting date for the relevant Retirement Plan benefit has not occurred on or before the required commencement date under this Plan, the Title I-related accrued benefit, the Title II-related accrued benefit, the Title III-related accrued benefit, or the Title IV-related accrued benefit, as is applicable, shall be calculated as if the relevant Retirement Plan benefit had an annuity starting date and a form of payment that is the same as the required commencement date and form of payment under this Plan. The resulting component benefit shall then be converted actuarially to an equivalent straight life annuity starting at age 65, and the component accrued benefit so calculated shall be the component accrued benefit under this Plan and shall not be increased or decreased based on subsequent events.

(g) The component accrued benefit described in subsection (f) above shall be converted to the actual benefit paid under this Plan applying the methodology specified in the applicable title of the Retirement Plan. For this purpose, the terms of the applicable title of the Retirement Plan are those in effect as of the annuity starting date used in this Plan. If the applicable title of the Retirement Plan does not provide a methodology, a reasonable methodology, as determined by the Plan Administrator, shall be used.

12

Exhibit 10.13

SECTION III. DEATH BENEFIT

(a) If a Schedule A Employee chooses a 50% joint and survivor annuity and dies after the annuity starting date of that benefit, the spouse beneficiary will be entitled to payments under this Plan that are 50% of the payments due the Schedule A Employee under this Plan during his lifetime.

(b) If an Employee who is not a Schedule A Employee dies prior to the date his accrued benefit under this Plan would otherwise commence, this Plan shall provide a death benefit if the applicable title of the Retirement Plan provides a death benefit under that circumstance. Any death benefit under this Plan shall be paid in a lump sum on the first day of the first calendar month after death. If there is a delay in payment of the lump sum, regardless of the reason, the Plan shall not make an adjustment to reflect the time value of money. In the case of a Title I-related accrued benefit for an Employee who terminated employment before September 1, 2004, the death benefit, if any, shall be converted to a present value and paid to the surviving spouse. Except as described in the preceding sentence, the death benefit shall be the present value of the Employee’s entire accrued benefit under this Plan payable in accordance with the following rules:

(i) The present value shall be paid to the Employee’s named primary Beneficiary or beneficiaries or, if applicable, to the Employee’s named contingent beneficiary or beneficiaries if the beneficiary or beneficiaries were named in a manner acceptable to the Plan Administrator.

13

Exhibit 10.13

(ii) If the Employee had not, prior to his death, named any beneficiary in a manner acceptable to the Plan Administrator, the present value shall be paid to the Employee’s estate.

(iii) The present value shall be paid in a lump sum and shall be calculated using the first of the month after death as the annuity starting date and applying the rules described in Section II(f) and (g) of this Plan for determining the amount to be paid.

(iv) If a beneficiary makes a “qualified disclaimer” as that term is defined in Section 2518 of the Code, and the Plan Administrator receives a copy of the disclaimer within 9 months after the employee’s death and before payment of the death benefit under this Plan, at the place designated by the Plan Administrator, the Plan will be administered as if the disclaiming beneficiary had died before the Employee.

SECTION IV. Special Provision for former ARCO Alaska Employees.

Notwithstanding any provisions to the contrary, in order to comply with the terms of the Board approved Master Purchase and Sale Agreement (“Sale Agreement”) by which the Company acquired certain Alaskan assets of Atlantic Richfield Company, Inc. (“ARCO”), the following supplemental payments will be made:

(a) The payments which would have been received under Article XXIV – ARCO Flight Crew of Title I of the Retirement Plan for those who were classified as an Aviation Manager, Chief Pilot, Assistant Chief Pilot, Captain or Reserve Captain as of July 31, 2000 if they

14

Exhibit 10.13

had been eligible for those benefits under Title I of the Retirement Plan, except that if they receive a limited social security makeup benefit from Title I of the Retirement Plan it will be offset from the benefit payable from the Plan.

(b) A final ARCO Supplemental Executive Retirement Plan (SERP) benefit will be calculated at the earlier of the time an Employee who had an ARCO SERP benefit terminates employment or, 2 years following the ARCO/BP Amoco p.l.c. merger, April 17, 2002 (“calculation date”). The SERP benefit attributable to service through July 31, 2000 shall be paid by BP Amoco p.l.c. and the difference shall be paid by this Plan. The SERP calculation will be done as if the Employee had continued to participate in the Atlantic Richfield Retirement Plan and SERP up to the calculation date. The ARCO Annual Incentive Plan (AIP) amount used will be:

(i) If the Employee terminates employment involuntarily prior to April 17, 2002, the highest of the actual AIP in the last 3 years including the AIP target payment amount for years after 1999 or the payment received under Phillips Annual Incentive Compensation Plan.

(ii) If the Employee terminates employment voluntarily prior to April 17, 2002, or if the calculation is made as of April 17, 2002, then the AIP will include the highest 3 year average using the highest of the actual AIP, the AIP target payment amount for years after 1999, or the payment received under Phillips Annual Incentive Compensation Plan. Any benefit paid by this Plan under this Section IV(b)(ii) and the SERP benefit paid by BP Amoco p.l.c. shall offset the benefit payable from this Plan.

15

Exhibit 10.13

SECTION V. Payment of Benefits.

(a) Schedule A Employees

(i) With respect to a Schedule A Employee, the accrued benefit under this Plan shall be paid as a straight life annuity for the life of the Schedule A Employee commencing in December, 2005, or if later, six months after Separation from Service. The annuity starting date for calculating the Title I-related and Title IV-related component annuity shall be the annuity starting date used in determining the Schedule A Employee’s Title I or Title IV benefit, as applicable, and the Plan shall pay interest at a rate of 3% per annum on each delayed payment from the annuity starting date to December 1, 2005. The annuity starting date for calculating the Title II-related component annuity shall be December 1, 2005, or, if later six months after Separation from Service.

(ii) Provided, however, notwithstanding subsection (a)(i), a Schedule A Employee has the following choice or choices:

(aa) A Schedule A Employee who is married may, on or before December 1, 2005, elect, in writing, to receive a 50% joint and survivor annuity with the spouse as survivor commencing in December, 2005, with the rules regarding the annuity starting date and the payment of interest being as described in subsection (i) above; or

(bb) Any Schedule A Employee may elect on or before December 1, 2005, to cancel, in writing, participation in this Plan in which case the Schedule A Employee shall receive the present value of his

16

Exhibit 10.13

entire accrued benefit under this Plan on or before December 31, 2005, and shall thereafter have no rights or benefits under this Plan. Provided, however, if a Schedule A Employee is rehired and becomes employed by the Employer after 2005, he may thereafter accrue a new benefit under this Plan unrelated to the cancelled benefit.

(aaa) For a Title I-related accrued benefit and a Title IV-related accrued benefit, the present value will be determined applying the rules regarding the annuity starting date and the payment of interest as described in subsection (a)(i).

(bbb) For a Title II-related accrued benefit, the present value shall be based on the value of the Schedule A Employee’s Title II-related cash balance account as of December 1, 2005.

(ccc) If a Schedule A Employee dies after electing to cancel participation but before payment is made, the payment shall be made to his estate on or before December 31, 2005.

(iii) If a Schedule A Employee is rehired after 2005 and thereafter accrues a benefit in this Plan, he shall not be considered a Schedule A Employee with respect to such post-2005 accrued benefit.

17

Exhibit 10.13

(b) Employees other than Schedule A Employees — With respect to Employees who are not Schedule A Employees, the benefit under this Plan, shall be calculated and paid as follows:

(i) Commencement — Unless the accrued benefit has been or will be paid on account of the Employee’s death as described in Section III(b), the present value of the Employee’s accrued benefit shall be paid in a lump sum on the later of: the Employee’s Plan-age 55 or the first day of the seventh calendar month after the Employee’s Separation from Service; but in no event earlier than November 1, 2006.

(ii) Annuity Starting Date for calculating the present value:

(aa) If the applicable commencement date for a Title I-related or a Title IV-related accrued benefit is the first day of the seventh calendar month after Separation from Service, the annuity starting date used in calculating the present value shall be the later of: the Employee’s Plan-age 55 or the first day of the first calendar month after the Employee’s Separation from Service; and the Plan shall pay interest from the annuity starting date to the commencement date at the 6 month T-Bill rate (as determined by the Plan Administrator) in effect on the annuity starting date. If the applicable commencement date for a Title-II-related accrued benefit is the first day of the seventh calendar month after Separation from Service, the annuity starting date shall be the same as the commencement date.

(bb) Except as provided in the second sentence of this subsection (bb), if the applicable commencement date is the Employee’s Plan-age 55 or November 1, 2006, the annuity starting date used in calculating the

18

Exhibit 10.13

present value shall be the same as the commencement date. Provided, however, in the case of an Employee whose Separation from Service is in 2006 and whose commencement date under this Plan is November 1, 2006, the annuity starting date used in calculating the present value shall be the later of: the Employee’s Plan-age 55 or the first day of the first calendar month after the Employee’s Separation from Service; and the Plan shall pay simple interest from the annuity starting date to November 1, 2006, at the 6 month T-Bill rate (as determined by the Plan Administrator) in effect on the annuity starting date.

(iii) Except as specifically provided in subsections (b)(ii)(aa) and (bb), the Plan shall not make an adjustment of the benefit to reflect the time value of money if there is delay in paying the benefit for any reason.

SECTION VI. Method of Providing Benefits.

All amounts payable under this Plan shall be paid solely from the general assets of the Company and any rights accruing to an eligible Employee or beneficiary under the Plan shall be those of a general creditor; provided, however, that the Company may establish a grantor trust to satisfy part or all of its Plan payment obligations so long as the Plan remains an unfunded excess benefit plan and or an unfunded benefit plan for a select group of management or highly compensated employees for purposes of Title I of ERISA.

SECTION VII. Nonassignability.

The right of an Employee, or beneficiary, or other person who becomes entitled to receive payments under this Plan, shall not be assignable or subject to garnishment, attachment or any other legal process by the creditors of, or other claimants against, the Employee, beneficiary, or other such person.

19

Exhibit 10.13

SECTION VIII. Administration.

(a) The Plan shall be administered by the Plan Administrator. The Plan Administrator may adopt such rules, regulations and forms as deemed desirable for administration of the Plan and shall have the discretionary authority to allocate responsibilities under the Plan to such other persons as may be designated.

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant or denial. In the event that a claim is denied in whole or in part by the Plan Administrator, the claimant, within ninety days of receipt of said claim by the Plan Administrator, shall receive written notice of denial. Such notice shall contain:

(1) a statement of the specific reason or reasons for the denial;

(2) specific references to the pertinent provisions hereunder on which such denial is based;

(3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

(4) an explanation of the following claims review procedure set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly denied in whole or in part by the Plan Administrator may request a review of the denial by making written application to the

20

Exhibit 10.13

Trustee. The claimant shall have the right to review all pertinent documents relating to said claim and to submit issues and comments in writing to the Trustee. Any person filing an appeal from the denial of a claim must do so in writing within sixty days after receipt of written notice of denial. The Trustee shall render a decision regarding the claim within sixty days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable time, but not later than 120 days after receipt of the request for review. The decision of the Trustee shall be in writing and, in the case of the denial of a claim in whole or in part, shall set forth the same information as is required in an initial notice of denial by the Plan Administrator, other than an explanation of this claims review procedure. The Trustee shall have absolute discretion in carrying out its responsibilities to make its decision of an appeal, including the authority to interpret and construe the terms hereunder, and all interpretations, findings of fact, and the decision of the Trustee regarding the appeal shall be final, conclusive and binding on all parties.

(d) Compliance with the procedures described in paragraphs (b) and (c) shall be a condition precedent to the filing of any action to obtain any benefit or enforce any right which any individual may claim hereunder. Notwithstanding anything to the contrary in this Plan, these paragraphs (b), (c) and (d) may not be amended without the written consent of a seventy-five percent (75%) majority of Participants and Beneficiaries and such paragraphs shall survive the termination of this Plan until all benefits accrued hereunder have been paid.

21

Exhibit 10.13

SECTION IX. Employment Not Affected by Plan.

Participation or nonparticipation in this Plan shall neither adversely affect any person’s employment status, or confer any special rights on any person other than those expressly stated in the Plan. Participation in the Plan by an Employee of the Company or of a Participating Subsidiary shall not affect the Company’s or the Participating Subsidiary’s right to terminate the Employee’s employment or to change the Employee’s compensation or position.

SECTION X. Miscellaneous Provisions.

(a) The Board reserves the right to amend or terminate this Plan at any time, if, in the sole judgment of the Board, such amendment or termination is deemed desirable; provided that the Company shall remain liable for any benefits accrued under this Plan prior to the date of amendment or termination except as herein provided.

(b) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

(c) No amount accrued or payable hereunder shall be deemed to be a portion of an Employee’s compensation or earnings for the purpose of any other employee benefit plan adopted or maintained by the Company, nor shall this Plan be deemed to amend or modify the provisions of the Retirement Plan.

(d) The Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

22

Exhibit 10.13

(e) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Key Employee Supplemental Retirement Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. Notwithstanding Section X(a), on and after the Effective Time, the Company, ConocoPhillips, other members of the Controlled Group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the Controlled Group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Key Employee Supplemental Retirement Plan.

23

Exhibit 10.13

SECTION XI. Effective Date of the Restated Plan.

The ConocoPhillips Key Employee Supplemental Retirement Plan is hereby amended and restated as set forth in this 2012 Restatement effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

         /s/ Carin S. Knickel

Carin S. Knickel

Vice President, Human Resources

24

Exhibit 10.13

APPENDIX A

SELECT NEW HIRES TO

CONOCOPHILLIPS KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN

For Select New Hires, as set forth in resolutions adopted from time to time by the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips, or its successor, the following provisions apply:

1. The Select New Hire will, effective on the first day of employment with the Controlled Group, become a Participant in the ConocoPhillips Key Employee Supplemental Retirement Plan. In addition to the benefits provided under the Plan, the Select New Hire will be eligible for a further benefit (the “Further Benefit”), calculated in accordance with the provisions of this Appendix.

2. Further Benefit shall mean the difference between the Putative Title I Benefit and the Offsetting Benefits, both as described below. In determining the Further Benefit, paragraphs (f) and (g) of the Plan shall apply.

3. The Putative Title I Benefit shall mean the sum of (i), (ii), and (iii) below:

(i.) The difference between the Select New Hire’s total accrued benefit under Title I and his actual accrued benefit under Title I. For this purpose, a Select New Hire’s total accrued benefit under Title I is the accrued benefit he would have if his accrued benefit under Title I were determined under the terms of Title I but with the following modifications:

(aa) Include in Annual Earnings an award under the Incentive Compensation Plan which the Select New Hire deferred under the terms of KEDCP. Include such award in the calendar year in which the award would have been paid to the Select New Hire if it had not been deferred.

25

Exhibit 10.13

(bb) Include in Annual Earnings salary that would have been paid to the Select New Hire but for the fact that he voluntarily elected to defer receipt of that salary under the terms of KEDCP. Include the deferred salary in Annual Earnings in the calendar year in which the salary would have been paid had it not been deferred.

(cc) Include in Annual Earnings the initial value of a restricted stock or restricted stock unit award under the Incentive Compensation Plan. Include that value in Annual Earnings in the calendar year in which the award was granted.

(dd) Include in Annual Earnings the value of any special award specified by the Committee under the terms of the special award to be included for Annual Earnings purposes under Title I in the year in which any applicable restrictions on the award lapse or, if deferred, in the year in which any applicable restrictions would have lapsed absent an election to defer.

(ee) Disregard the limitations on compensation related to Code section 401(a)(17).

(ff) Disregard the limitation on benefits related to Code section 415.

(gg) If the Select New Hire is eligible to receive benefits under the ConocoPhillips Executive Severance Plan or under the ConocoPhillips Key Employee Change in Control Severance Plan, include in Annual Earnings an amount determined by dividing the Select New Hire’s Salary

26

Exhibit 10.13

by 4.3333 times the number of weeks or partial weeks from the date the Select New Hire’s employment ends with the Employer to the end of that calendar year. Provided, however, this subsection (gg) shall be disregarded to the extent the benefit created solely by operation of this subsection (gg) is provided under the terms of Title 1.

(hh) Determine service credited for purposes of benefit accrual as if the Select New Hire had originally been employed by the Controlled Group on the date that the Select New Hire began employment with the company with which the Select New Hire was employed immediately prior to becoming employed by the Controlled Group.

(ii.) In the case of a Select New Hire who terminated employment on or after February 8, 1993, the Title I-related accrued benefit shall include an additional supplemental accrued benefit calculated under the terms of Title I, but disregarding the limitation on compensation that is taken into account, using as final average earnings the difference, if any, between the Total Final Average Earnings and the Final Average Earnings used in Title 1.

(iii.) The Title I-related accrued benefit shall also include any benefit provided under Section IV of this Plan.

4. The Offsetting Benefits shall mean any benefit, other than the Further Benefit, provided to the Select New Hire under a defined benefit plan of ConocoPhillips, including but not limited to the ConocoPhillips Retirement Plan (and any successor plan) and the ConocoPhillips Key Employee Supplemental Retirement Plan (and any successor plan), together with any benefit provided to the Select New Hire under a “defined benefit plan” (as defined in section 3(35) of the

27

Exhibit 10.13

Employee Retirement Income Security Act of 1974, as amended (ERISA)), including any such plan regardless of whether it might also be considered an “excess benefit plan” as defined in section 3(36) of ERISA, of the company by which the Select New Hire was employed immediately prior to becoming an employee of the Controlled Group. In determining the value of a benefit provided by an employer which is not a member of the Controlled Group, the Plan Administrator may make any reasonable assumptions necessary and use such information as may be publicly available, provided by such employer, or provided by the Select New Hire, although it is within the discretion of the Plan Administrator to determine which such information and assumptions to use and to disregard any information which the Plan Administrator considers invalid, incomplete, or otherwise suspect.

5. Nothing in this Appendix is intended to affect the other operations or provisions of the Plan. If the Select New Hire is, under the provisions of the Plan, otherwise eligible to participate in the Plan, the Select New Hire will do so in accordance with those provisions.

28

EX-10.14

Exhibit 10.14

CONOCOPHILLIPS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The ConocoPhillips Supplemental Executive Retirement Plan is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”) and conditioned on the occurrence of the “Distribution” defined in such Employee Matters Agreement (the “Distribution”).

PRE-AMERICAN JOBS CREATION ACT OF 2004 (“AJCA”)

GRANDFATHERED PROVISIONS

Benefits under this Plan, formerly the Phillips Petroleum Company Supplemental Executive Retirement Plan, (the “Phillips Plan”), that commenced prior to January 1, 2005 (“AJCA-grandfathered benefits”), shall be subject exclusively to the terms and conditions of the Phillips Plan in effect or before October 3, 2004. No change in the ConocoPhillips Retirement Plan adopted subsequent to such date and no change in the Phillips Plan or in the ConocoPhillips Supplemental Executive Retirement Plan adopted after such date shall apply to an AJCA-grandfathered benefit. Provided, however, for purposes of this paragraph, benefits shall be deemed to have commenced prior to January 1, 2005 and shall be AJCA-grandfathered benefits if the relevant corporate officer or committee approved the eligible employee’s petition regarding time and form of payment before January 1, 2005 even if the benefit commenced after December 31, 2004. The “relevant corporate officer or committee” means the person or persons with the authority under the Phillips Plan to approve a petition regarding the time and form of payment.

- 1 -

Exhibit 10.14

SECTION I - PURPOSE

The purpose of the ConocoPhillips Supplemental Executive Retirement Plan (“Plan”) is to supplement the retirement benefits of Retiring eligible employees who were hired in mid- career. ConocoPhillips Company (“Company”) recognizes that from time to time, it retains the services of employee(s) after the employee has performed services at another company (or companies) for varying periods of time, in order to obtain the special skills and expertise developed by the key employee during these other periods of employment. These employees generally forego all or a portion of their potential retirement benefits upon leaving their previous employer(s). This Plan, therefore, supplements retirement benefits to at least partially compensate for the loss of retirement benefits accrued at the previous employer(s). The amount of supplemental benefit payable under this Plan is not intended to cause a Retiring eligible employee’s retirement benefit to equal or exceed a full career Retiring eligible employee’s benefit.

SECTION II - DEFINITION OF TERMS

a)	Affiliated Group	shall mean the Company plus other subsidiaries and affiliates in which it owns a 5% or more equity interest.
b)	Retirement Income Plan	is Title I of the ConocoPhillips Retirement Plan.
c)	Retirement (or Retire, or Retiring)	is termination of employment with the Company and controlled group on or after the employee’s earliest early retirement date as defined in the Retirement Income Plan. It includes termination of employment at an age below 55 only when Section V applies.

- 2 -

Exhibit 10.14

d)	Credited Service, Final Average Earnings, Normal Retirement Date, and Early Retirement Date	as determined in accordance with the provisions of the Retirement Income Plan.
e)	Total Final Average Earnings	is the average of the high 3 earnings, excluding Incentive Compensation Plan Awards, paid in consecutive years of the last 10 years prior to termination of employment plus the average of the high 3 Incentive Compensation Plan Awards for any of such last 10 years under the Incentive Compensation Plan, whether paid or deferred and shall include the value of any special awards specified by the Compensation Committee to be included for final average earnings purposes under the terms of the special awards when granted by the Compensation Committee, and shall also recognize benefits paid under Section 2.1(a) of the ConocoPhillips Executive Severance Plan in the same manner as layoff pay is recognized under the Retirement Income Plan.
f)	Total Credited Service	is an employee’s Credited Service plus any additional months of service as calculated under the Principal Corporate Officers Supplemental Retirement Plan and Missed Credited Service as defined in subsection (j) of Section 11 of Article I in the Retirement Income Plan, plus months of service by recognizing benefits paid under Section 2.1(a) of the ConocoPhillips Executive Severance Plan in the same manner as layoff pay is recognized under the Retirement Income Plan.
g)	Plan Administrator	means the Manager, Global Compensation and Benefits, COE or his successors.
h)	Trustee	means the trustee of the grantor trust established for this Plan by a trust agreement between the Company and the trustee, or any successor trustee.
i)	Participating Subsidiary	means a subsidiary of the Company, of which the Company beneficially owns, directly or indirectly, more than 80% of the aggregate voting power of all outstanding classes and series of stock, where such subsidiary has adopted one or more plans making participants eligible for participation in this Plan.

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Exhibit 10.14

SECTION III - ELIGIBLE EMPLOYEES

All employees of the Company who are participants in the Retirement Income Plan and who, a) as of November 1, 1988 participated in the Incentive Compensation Plan as members of Teams I, II, III (including those individuals promoted to such levels through November 1, 1988, i.e., Grade 33 or above and ICP eligible), or b) were active employee participants or were eligible to participate in the Key Employee Death Protection Plan on the date of its termination (December 31, 1986), c) are hired subsequent to November 1, 1988 and at the time of hire are recommended for participation in the Plan by the Plan Administrator, with approval by the Chief Executive Officer of the Company, or d) prior to retirement are recommended for participation in the Plan by the Plan Administrator, with approval by the Chief Executive Officer of the Company, will be eligible for benefits under this Plan.

SECTION IV - ELIGIBILITY FOR BENEFITS

An eligible employee as described in Section III, will be eligible to receive the benefit amount described in Section VI only if the results of (a) below exceed the results of (b) below where:

(a) is the lesser of the following percentages;

(i) 2.4% times the greater of the eligible employee’s Credited Service or the Employee’s Total Credited Service at the time of Retirement; or

- 4 -

Exhibit 10.14

(ii) the Maximum SERP Benefit Percentage shown in the schedule below based upon the eligible employee’s attained age at Retirement

and, (b) is the percentage derived by multiplying 1.6% times the eligible employee’s Total Credited Service at the time of Retirement.

Attained    Age at Retirement	Maximum SERP Benefit Percentage
65	60.0%
64	58.4%
63	56.8%
62	55.2%
61	53.6%
60	52.0%
59	50.4%
58	48.8%
57	47.2%
56	45.6%
55	44.0%
54 or younger	-0-

SECTION V - SPECIAL ELIGIBILITY

An eligible employee as described in Section III who is less than age 55 and who is laid off under the Layoff Plan of Phillips Petroleum Company and/or the Supplemental Layoff Plan of Phillips Petroleum Company and/or the Enhanced Supplemental Layoff Pay Plan of Phillips Petroleum Company and/or the Phillips Layoff Plan and/or the Work Force Stabilization Plan of Phillips Petroleum Company and/or who receives benefits under the Phillips Petroleum Company Executive Severance Plan and/or the ConocoPhillips Executive Severance Plan and/or the ConocoPhillips Key Employee Change in Control Severance Plan and/or the ConocoPhillips Severance Pay Plan or any similar plans which may be adopted by the Company from time to time, immediately after terminating employment with the Company or a Participating Subsidiary, will be eligible to receive the benefit described in Section VI if the results of (a) below exceed the results of (b) below where:

(a) is the lesser of the following percentages;

- 5 -

Exhibit 10.14

(i) 2.4% times the greater of an eligible employee’s Credited Service, or the employee’s Total Credited Service at the time of layoff or termination; or

(ii) the Maximum SERP Benefit Percentage shown in the schedule below based upon the eligible employee’s attained age at the time of layoff or termination.

and, (b) is the percentage derived by multiplying 1.6% times the eligible employee’s Total Credited Service at the time of layoff or termination.

Attained Age   at the time   of Layoff	Maximum SERP Benefit Percentage
54	42.4%
53	40.8%
52	39.2%
51	37.6%
50	36.0%
49	34.4%
48	32.8%
47	31.2%
46	29.6%
45	28.0%
44	26.4%
43	24.8%
42	23.2%
41	21.6%
40	20.0%
39	18.4%
38	16.8%
37	15.2%
36	13.6%
35	12.0%
34	10.4%
33	8.8%
32	7.2%
31	5.6%
30	4.0%
29	2.4%
28	0.8%

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Exhibit 10.14

SECTION VI - BENEFIT AMOUNT

Notwithstanding anything to the contrary in this Section VI, and subject to the AJCA Grandfather Provisions of this Plan, the rules for calculating an eligible employee’s benefit will be applied consistently with good faith compliance with section 409A of the Internal Revenue Code of 1986 as amended; and any provisions of this Plan to the contrary will be disregarded. An eligible employee who qualifies for benefits under this Plan in accordance with Sections IV and V will be eligible to receive retirement benefits from the Plan as follows:

A. With respect to eligible employees who commence retirement benefits on or after their Normal Retirement Date - multiply the lesser of (a)(i) or (a) (ii) as computed in Sections IV or V, as applicable, times the greater of the employee’s Final Average Earnings or the employee’s Total Final Average Earnings and with the results reduced by the portion of the eligible employee’s Primary Social Security benefit as determined in the same manner as such reduction is determined under the Final Average Earnings formula of the Retirement Income Plan.

B. With respect to eligible employees who commence retirement benefits at an Early Retirement Date - benefits will be calculated in the same manner as the benefits for Normal Retirement Date, as described in A. of this Section, but reduced for early retirement in the same manner as is applicable under the Retirement Income Plan.

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Exhibit 10.14

In either A. or B. above the Retirement Income Plan calculations shall be made as if no benefit limitations were imposed by the Internal Revenue Code and no benefit reductions resulted from participation in any qualified or non-qualified Company-sponsored benefit plan, and the resulting benefit amount will be reduced by applicable retirement benefit payments for which the retiree is eligible from any of the following plans, or any other similar plan or plans, of the Company or any of its subsidiary or affiliated companies; Retirement Income Plan, the Retirement Restoration Plan of Phillips Petroleum Company, the Retirement Makeup Plan of Phillips Petroleum Company, Principal Corporate Officers Supplemental Retirement Plan of Phillips Petroleum Company, the Phillips Petroleum Company Key Employee Death Protection Plan, the ConocoPhillips Key Employee Supplemental Retirement Plan, and the Key Employee Missed Credited Service Retirement Plan.

SECTION VII - PAYMENT OF RETIREMENT BENEFITS

Subject to the AJCA Grandfather provisions of the Plan, payment of benefits to eligible employees shall be as follows:

A. The rules for payment of benefits to eligible employees listed on Schedule A attached to this plan (“Schedule A Employees”) shall be as follows:

(1) The benefit shall be paid as a straight life annuity for the life of the Schedule A Employee commencing in December, 2005, or if later, six months after Separation from Service. The Plan shall pay simple interest at a rate of 3% per annum on each delayed payment from the annuity starting date to December 1, 2005.

(2) Provided, however, notwithstanding subsection A.(1), (i) a Schedule A Employee who is married may, on or before December 1, 2005, elect, in writing, to receive a 50% joint and survivor annuity with the spouse as survivor commencing in December, 2005, with the rules regarding interest being as described in subsection (1) above; and

- 8 -

Exhibit 10.14

(ii) Any Schedule A Employee may elect on or before December 1, 2005, to cancel, in writing, participation in this Plan in which case the Schedule A Employee shall receive the present value of his entire accrued benefit under this Plan on or before December 31, 2005.

B. Benefits that commence under this Plan after 2005 for an eligible employee who is not a Schedule A Employee shall be paid in a lump sum the later of the first day of the first calendar month after the day the employee becomes age 55 (or, if the Retirement Income Plan treats the Employee as turning age 55 before that birth date, on the day he is treated as being age 55) or the first day of the seventh calendar month after Separation from Service as that term is defined in section 409A of the Internal Revenue Code and regulatory guidance thereunder (excluding death) but in no event before November 1, 2006. If the applicable commencement date is the first day of the seventh calendar month after Separation from Service (as that term is defined in Code section 409A and regulatory guidance thereunder), the Plan shall pay simple interest at the 6 month T-Bill rate (as determined by the Plan Administrator) in effect as of the annuity starting date. Such interest shall be paid from the annuity starting date used in calculating the benefit under this Plan to the commencement date.

Notwithstanding anything to the contrary in the Plan, any distributions with regard to benefits earned under the Plan that are made on or after January 1, 2005, shall be made in accordance with, at the same time as, and in the same form as distributions with

- 9 -

Exhibit 10.14

regard to benefits earned under the ConocoPhillips Key Employee Supplemental Retirement Plan (“KESRP”). In the event no distributions are due to the Participant from KESRP on or after January 1, 2005, then the time and form of any distributions with regard to benefits earned under the Plan shall be made in accordance with, at the same time as, and in the same form as distributions would have been made under the provisions of KESRP.

SECTION VIII - METHOD OF PROVIDING BENEFITS

This Plan shall be unfunded. All benefits shall be provided solely from the general assets of the Company and any rights accruing to an eligible employee under the Plan shall be those of a general creditor; provided, however, that the Company may establish a grantor trust to satisfy part or all of its Plan payment obligations so long as the plan remains unfunded for purposes of Title I of ERISA.

SECTION IX - MISCELLANEOUS PROVISIONS

(a) No right or interest of an eligible employee under this Plan shall be assignable or transferable, in whole or in part, directly or indirectly, by operation of law or otherwise (excluding devolution upon death or mental incompetency).

(b) Any claim for benefits hereunder shall be presented in writing to the Plan Administrator for consideration, grant or denial. In the event that a claim is denied in whole or in part by the Plan Administrator, the claimant, within ninety days of receipt of said claim by the Plan Administrator, shall receive written notice of denial. Such notice shall contain:

(1) a statement of the specific reason or reasons for the denial;

- 10 -

Exhibit 10.14

(2) specific references to the pertinent provisions hereunder on which such denial is based;

(3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

(4) an explanation of the following claims review procedure set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly denied in whole or in part by the Plan Administrator may request a review of the denial by making written application to the Trustee. The claimant shall have the right to review all pertinent documents relating to said claim and to submit issues and comments in writing to the Trustee. Any person filing an appeal from the denial of a claim must do so in writing within sixty days after receipt of written notice of denial. The Trustee shall render a decision regarding the claim within sixty days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable time, but not later than 120 days after receipt of the request for review. The decision of the Trustee shall be in writing and, in the case of the denial of a claim in whole or in part, shall set forth the same information as is required in an initial notice of denial by the Plan Administrator, other than an explanation of this claims review procedure. The Trustee shall have absolute discretion in carrying out its responsibilities to make its decision of an appeal, including the authority to interpret and construe the terms hereunder, and all interpretations, findings of fact, and the decision of the Trustee regarding the appeal shall be final, conclusive and binding on all parties.

- 11 -

Exhibit 10.14

(d) Compliance with the procedures described in paragraphs (b) and (c) shall be a condition precedent to the filing of any action to obtain any benefit or enforce any right which any individual may claim hereunder. Notwithstanding anything to the contrary in this Plan, these paragraphs (b), (c) and (d) may not be amended without the written consent of a seventy-five percent (75%) majority of Participants and Beneficiaries and such paragraphs shall survive the termination of this Plan until all benefits accrued hereunder have been paid.

(e) The Chief Executive Officer, may amend or terminate this Plan at any time if, in his or her sole judgment such amendment or termination is deemed desirable. However, such amendments may not increase the benefits payable hereunder to any Officer of the Company who is also currently a Director of the Company. Further, any termination of the Plan with respect to amounts subject to Code section 409A shall comply with the Treasury Regulation section 1.409A-3(j)(ix).

(f) No amount accrued or payable hereunder shall be deemed to be a portion of an eligible employee’s compensation or earnings for the purpose of any other employee benefit plan adopted or maintained by the Company, nor shall this Plan be deemed to amend or modify the provisions of the Retirement Income Plan.

(g) Participation or nonparticipation in this Plan shall not affect any eligible employee’s employment status, or confer any special rights other than those expressly stated in the Plan.

(h) Except as otherwise provided herein, the Plan shall be binding upon the Company, its successors and assigns, including but not limited to any corporation which may acquire all or substantially all of the Company’s assets and business or with or into which the Company may be consolidated or merged.

- 12 -

Exhibit 10.14

(i) The Plan shall be construed, regulated, and administered in accordance with the laws of the State of Texas except to the extent that said laws have been preempted by the laws of the United States.

(j) If due to special circumstances, the Plan Administrator needs an additional 90-day period to render a decision on the initial claim to the Plan, an additional time of up to 90 days from the end of the initial 90-day period established in (b) may be taken. If the Plan Administrator determines that an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the end of the initial 90-day period. In no event shall the extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination.

The notice provided to the claimant upon the notice of denial of a claim by the Plan Administrator or the denial of an appeal by the Trustee, shall contain a statement explaining the claimant’s right to obtain an explanation of the Plan’s claim review procedures and time limits, and the right to bring a civil action under section 502(a) of ERISA following denial of the benefit on review.

(k) At the Effective Time, certain active employees of Phillips 66 and members of its controlled group ceased to participate in the Plan, and the liabilities, including liabilities related to benefits grandfathered from Code section 409A (i.e., amounts deferred and vested prior to January 1, 2005), for these participant’s benefits under the Plan were

- 13 -

Exhibit 10.14

transferred to the members of the Phillips 66 controlled group and continued as the Phillips 66 Supplemental Executive Retirement Plan. ConocoPhillips distributed its interest in Phillips 66 to its shareholders as of the Distribution. On and after the Effective Time, the Company, ConocoPhillips, other members of the controlled group (as determined after the Distribution), the Plan, any directors, officers, or employees of any member of the controlled group (as determined after the Distribution), and any successors thereto, shall have no further obligation or liability to, or on behalf of, any such participant with respect to any benefit, amount, or right transferred to or due under the Phillips 66 Supplemental Executive Retirement Plan.

- 14 -

Exhibit 10.14

SECTION X - EFFECTIVE DATE

The ConocoPhillips Supplemental Executive Retirement Plan is hereby amended and restated effective as of the Effective Time and conditioned on the occurrence of the Distribution.

Executed this 19^th day of April 2012, by a duly authorized officer of the Company.

CONOCOPHILLIPS

By:	/s/ Carin S. Knickel	Dated:	April 19, 2012
	Carin S. Knickel
	Vice President, Human Resources

- 15 -

EX-12

Exhibit 12

CONOCOPHILLIPS AND CONSOLIDATED SUBSIDIARIES

TOTAL ENTERPRISE

Computation of Ratio of Earnings to Fixed Charges

	Millions of Dollars
	Six Months Ended June 30
	2012			2011
Earnings Available for Fixed Charges
Income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges	$	8,527			9,226
Distributions less than equity in earnings of affiliates		(251	)		(286	)
Fixed charges, excluding capitalized interest*		514			617
	$	8,790			9,557
Fixed Charges
Interest and debt expense, excluding capitalized interest	$	424			509
Capitalized interest		290			226
Interest portion of rental expense		31			31
	$	745			766
Ratio of Earnings to Fixed Charges		11.8			12.5

* Includes amortization of capitalized interest totaling approximately $59 million in 2012 and $77 million in 2011.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Ryan M. Lance, certify that:

1. I have reviewed this report on Form 10-Q of ConocoPhillips;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2012

/s/ Ryan M. Lance

Ryan M. Lance

Chairman and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jeff W. Sheets, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ConocoPhillips;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2012

/s/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of ConocoPhillips (the Company) on Form 10-Q for the period ended June 30, 2012, as filed with the U.S. Securities and Exchange Commission on the date hereof (the Report), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

July 31, 2012

/s/ Ryan M. Lance

Ryan M. Lance

Chairman and

Chief Executive Officer

/s/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and

Chief Financial Officer

XML

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Significant transactions with related parties

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Operating revenues and other income	$	11	23		35	31
Purchases		93	579		254	950
Operating expenses and selling, general and administrative expenses		41	74		81	149
Net interest expense*		10	16		22	32

* We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

XML

Noncontrolling Interests (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income from continuing operations and discontinued operations attributable to ConocoPhillips
Income (Loss) From Continuing Operations	$ 1,733	$ 2,284	$ 3,958	$ 4,588
Income (loss) from discontinued operations	534	1,119	1,248	1,844
Net Income Attributable to ConocoPhillips	$ 2,267	$ 3,402	$ 5,204	$ 6,430

XML

Suspended Wells (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Suspended Wells (Textual) [Abstract]
Capitalized cost of suspended wells	$ 1,057	$ 1,037
Increase in capitalized cost of suspended wells	20
Wells charged to dry hole expense	$ 0

XML

Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Significant transactions with related parties
Operating revenues and other income	$ 11	$ 23	$ 35	$ 31
Purchases	93	579	254	950
Operating expenses and selling, general and administrative expenses	41	74	81	149
Net interest expense	$ 10	$ 16	$ 22	$ 32

XML

Guarantees (Details) (USD $) In Millions, unless otherwise specified			6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Australia Pacific LNG [Member]	Jun. 30, 2012 Construction Completion Guarantee [Member]	Jun. 30, 2012 Indemnification Agreement [Member]	Jun. 30, 2012 Guarantees of Joint Venture Debt [Member]	Jun. 30, 2012 Other Guarantees [Member]	Jun. 30, 2012 Train 1 [Member]
Guarantees (Textual) [Abstract]
Terms of guarantees outstanding						Up to 24 years	12 years or life of the venture
Maximum potential amount of future payments to third-party lenders under the guarantee			$ 1,268	$ 200		$ 60	$ 330	$ 80
Ownership percentage in equity investment			50.00%
Terms to deliver natural gas under sales agreements in years, minimum			4 years
Terms to deliver natural gas under sales agreements in years, maximum			19 years
Maximum potential amount of future payments under the guarantees in the event of intentional or reckless breach			2,836
Percentage share of the remaining contracted volumes			42.50%				42.50%
Carrying value of the guarantee to third-party lenders					80
Environmental accruals for known contamination in carrying amount recorded for indemnifications	$ 440	$ 922			$ 60

XML

Assets Held for Sale or Sold (Details) (USD $) In Millions, unless otherwise specified		6 Months Ended		6 Months Ended
	Apr. 30, 2012	Jun. 30, 2012 Statfjord [Member]	Apr. 30, 2012 Statfjord [Member]	Jun. 30, 2012 Alba [Member]	May 31, 2012 Alba [Member]
Assets Held for Sale (Textual) [Abstract]
Gain (Loss) on Sale of Oil and Gas Property		$ 431		$ 155
Amount of PP&E in carrying value of asset	15,258		205		160
Amount of asset retirement obligations in carrying value of asset	$ 95		$ 445		$ 86

XML

Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2012

Noncontrolling Interests [Abstract]

Change in equity attributable to non-controlling interests

	Millions of Dollars
	2012									2011
	Common Stockholders’ Equity			Non- Controlling Interest			Total Equity			Common Stockholders’ Equity*			Non- Controlling Interest			Total Equity*
Balance at January 1	$	65,239			510			65,749			68,577			547			69,124
Net income		5,204			40			5,244			6,430			31			6,461
Dividends		(1,661	)		—			(1,661	)		(1,861	)		—			(1,861	)
Repurchase of company common stock		(4,949	)		—			(4,949	)		(4,785	)		—			(4,785	)
Distributions to noncontrolling interests		—			(47	)		(47	)		—			(59	)		(59	)
Separation of Downstream business		(18,641	)		(31	)		(18,672	)		—			—			—
Other changes, net**		779			—			779			1,713			—			1,713
Balance at June 30	$	45,971			472			46,443			70,074			519			70,593

*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income.

**Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

Income from continuing operations and discontinued operations attributable to ConocoPhillips

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Income from continuing operations	$	1,733	2,284		3,958	4,588
Income from discontinued operations		534	1,118		1,246	1,842
Net Income	$	2,267	3,402		5,204	6,430

XML

Segment Disclosures and Related Information (Details Textual)	6 Months Ended
	Jun. 30, 2012 Segment
Segment Disclosures and Related Information (Textual) [Abstract]
Number of operating segments	6

XML

Derivative and Financial Instruments (Details) (Commodity derivatives [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Prepaid expenses and other current assets [Member]
Fair value of derivative contracts and gains(losses) from derivative contracts
Commodity derivative assets	$ 3,074	$ 4,433
Other assets [Member]
Fair value of derivative contracts and gains(losses) from derivative contracts
Commodity derivative assets	332	415
Other accruals [Member]
Fair value of derivative contracts and gains(losses) from derivative contracts
Commodity derivative liabilities	3,061	4,350
Other liabilities and deferred credits [Member]
Fair value of derivative contracts and gains(losses) from derivative contracts
Commodity derivative liabilities	$ 362	$ 374

XML

Supplementary Information - Condensed Consolidating Financial Information (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011		Jun. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 1,044	$ 5,780	[1]	$ 5,505	$ 9,454
Short-term investments		581	[1],[2]
Restricted cash	5,000
Accounts and notes receivable	7,719	16,526
Inventories	1,178	4,631	[1]
Prepaid expenses and other current assets	1,971	2,700	[1]
Total Current Assets	16,912	30,218	[1]
Investments, loans and long-term receivables	24,969	33,783
Net properties, plants and equipment	71,227	84,180	[1]
Goodwill		3,332	[1]
Intangibles	11	745	[1]
Other assets	889	972	[1]
Total Assets	114,008	153,230	[1]
Liabilities and Stockholders' Equity
Accounts payable	9,096	19,653
Short-term debt	4,179	1,013	[1]
Accrued income and other taxes	2,819	4,220	[1]
Employee benefit obligations	594	1,111	[1]
Other accruals	1,672	2,071	[1]
Total Current Liabilities	18,360	28,068	[1]
Long-term debt	18,829	21,610	[1]
Asset retirement obligations and accrued environmental costs	8,224	9,329	[1]
Joint venture acquisition obligation-related party	3,201	3,582	[1]
Deferred income taxes	13,598	18,040	[1],[2]
Employee benefit obligations	2,873	4,068	[1]
Other liabilities and deferred credits	2,480	2,784	[1]
Total Liabilities	67,565	87,481	[1]
Retained earnings	33,756	49,049	[1]
Other common stockholders' equity	12,215	16,190
Noncontrolling interests	472	510	[1]
Total Liabilities and Stockholders' Equity	114,008	153,230	[1]
ConocoPhillips [Member]
Assets
Restricted cash	5,000
Accounts and notes receivable	68	60
Prepaid expenses and other current assets	20	22
Total Current Assets	5,088	82
Investments, loans and long-term receivables	76,771	96,284
Other assets	62	64
Total Assets	81,921	96,430
Liabilities and Stockholders' Equity
Accounts payable		10
Short-term debt	3,222	892
Other accruals	244	244
Total Current Liabilities	3,466	1,146
Long-term debt	9,453	10,951
Deferred income taxes	55	(5)
Other liabilities and deferred credits	29,629	25,959
Total Liabilities	42,603	38,051
Retained earnings	27,378	42,550
Other common stockholders' equity	11,940	15,829
Total Liabilities and Stockholders' Equity	81,921	96,430
ConocoPhillips Company [Member]
Assets
Cash and cash equivalents	12	2,028
Restricted cash	0
Accounts and notes receivable	6,262	9,186
Inventories	196	2,239
Prepaid expenses and other current assets	1,318	1,090
Total Current Assets	7,788	14,543
Investments, loans and long-term receivables	117,652	135,618
Net properties, plants and equipment	8,416	19,595
Goodwill		3,332
Intangibles	9	722
Other assets	206	301
Total Assets	134,071	174,111
Liabilities and Stockholders' Equity
Accounts payable	14,521	18,747
Short-term debt	4	27
Accrued income and other taxes	315	315
Employee benefit obligations	417	835
Other accruals	259	634
Total Current Liabilities	15,516	20,558
Long-term debt	3,220	3,599
Asset retirement obligations and accrued environmental costs	1,235	1,766
Deferred income taxes	274	3,982
Employee benefit obligations	2,164	3,092
Other liabilities and deferred credits	24,887	40,479
Total Liabilities	47,296	73,476
Retained earnings	20,276	34,921
Other common stockholders' equity	66,499	65,714
Total Liabilities and Stockholders' Equity	134,071	174,111
ConocoPhillips Australia Funding Company [Member]
Assets
Cash and cash equivalents	3	1
Restricted cash	0
Total Current Assets	3	1
Investments, loans and long-term receivables	760	760
Total Assets	763	761
Liabilities and Stockholders' Equity
Short-term debt	750
Other accruals	9	9
Total Current Liabilities	759	9
Long-term debt		749
Total Liabilities	759	758
Retained earnings	2	1
Other common stockholders' equity	2	2
Total Liabilities and Stockholders' Equity	763	761
ConocoPhillips Canada Funding Company I [Member]
Assets
Cash and cash equivalents	44	37
Restricted cash	0
Prepaid expenses and other current assets	1	1
Total Current Assets	45	38
Investments, loans and long-term receivables	1,422	1,417
Other assets	2	2
Total Assets	1,469	1,457
Liabilities and Stockholders' Equity
Accounts payable		1
Accrued income and other taxes	4	2
Other accruals	15	14
Total Current Liabilities	19	17
Long-term debt	1,250	1,250
Deferred income taxes	15	11
Other liabilities and deferred credits	92	104
Total Liabilities	1,376	1,382
Retained earnings	(58)	(70)
Other common stockholders' equity	151	145
Total Liabilities and Stockholders' Equity	1,469	1,457
ConocoPhillips Canada Funding Company II [Member]
Assets
Cash and cash equivalents	1	1
Restricted cash	0
Total Current Assets	1	1
Investments, loans and long-term receivables	568	565
Other assets	3	3
Total Assets	572	569
Liabilities and Stockholders' Equity
Accounts payable		1
Other accruals	6	6
Total Current Liabilities	6	7
Long-term debt	499	498
Deferred income taxes	9	9
Other liabilities and deferred credits	30	29
Total Liabilities	544	543
Retained earnings	(55)	(55)
Other common stockholders' equity	83	81
Total Liabilities and Stockholders' Equity	572	569
All Other Subsidiaries [Member]
Assets
Cash and cash equivalents	984	3,713
Short-term investments	0	581
Restricted cash	0
Accounts and notes receivable	12,332	20,898
Inventories	982	2,392
Prepaid expenses and other current assets	1,147	1,587
Total Current Assets	15,445	29,171
Investments, loans and long-term receivables	44,923	59,651
Net properties, plants and equipment	62,811	64,585
Intangibles	2	23
Other assets	616	602
Total Assets	123,797	154,032
Liabilities and Stockholders' Equity
Accounts payable	5,494	14,512
Short-term debt	203	94
Accrued income and other taxes	3,039	3,903
Employee benefit obligations	177	276
Other accruals	1,139	1,164
Total Current Liabilities	10,052	19,949
Long-term debt	4,407	4,563
Asset retirement obligations and accrued environmental costs	6,989	7,563
Joint venture acquisition obligation-related party	3,201	3,582
Deferred income taxes	13,245	14,043
Employee benefit obligations	709	976
Other liabilities and deferred credits	16,519	20,047
Total Liabilities	55,122	70,723
Retained earnings	29,920	29,821
Other common stockholders' equity	38,283	52,978
Noncontrolling interests	472	510
Total Liabilities and Stockholders' Equity	123,797	154,032
Consolidating Adjustments [Member]
Assets
Cash and cash equivalents
Restricted cash	0
Accounts and notes receivable	(10,943)	(13,618)
Prepaid expenses and other current assets	(515)
Total Current Assets	(11,458)	(13,618)
Investments, loans and long-term receivables	(217,127)	(260,512)
Total Assets	(228,585)	(274,130)
Liabilities and Stockholders' Equity
Accounts payable	(10,919)	(13,618)
Accrued income and other taxes	(539)
Total Current Liabilities	(11,458)	(13,618)
Other liabilities and deferred credits	(68,677)	(83,834)
Total Liabilities	(80,135)	(97,452)
Retained earnings	(43,707)	(58,119)
Other common stockholders' equity	(104,743)	(118,559)
Total Liabilities and Stockholders' Equity	$ (228,585)	$ (274,130)

[1] Certain amounts have been restated to reflect a prior period adjustment.

[2] Includes marketable securities of: $0 for June 30, 2012 and $232 for December 31, 2011.

XML

Supplementary Information - Condensed Consolidating Financial Information (Details 2) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$ 6,368		$ 6,353
Net cash provided by (used in) discontinued operations	164		1,868
Net Cash Provided by (Used in) Operating Activities	6,532		8,221
Cash Flows From Investing Activities
Capital expenditures and investments	(7,858)		(5,390)
Proceeds from asset dispositions	1,566		1,863
Net sales (purchases) of short-term investments	597		(1,594)
Long-term advances/loans-related parties	6		(3)
Collection of advances/loans-related parties	48		50
Other	20		32
Net cash provided by (used in) continuing operations	(5,621)		(5,042)
Net cash provided by (used in) discontinued operations	(304)		148
Net Cash Provided by (Used in) Investing Activities	(5,925)		(4,894)
Cash Flows From Financing Activities
Issuance of debt	831
Repayment of debt	(47)		(378)
Special cash distribution from Phillips 66	7,818
Change in restricted cash	(5,000)
Issuance of company common stock	45		99
Repurchase of company common stock	(4,949)		(4,785)
Dividends paid on company common stock	(1,661)		(1,861)
Other	(369)		(357)
Net cash provided by (used in) continuing operations	(3,332)		(7,282)
Net cash provided by (used in) discontinued operations	(2,019)		(14)
Net Cash Provided by (Used in) Financing Activities	(5,351)		(7,296)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	8	[1]	20
Net Change in Cash and Cash Equivalents	(4,736)		(3,949)
Cash and cash equivalent at beginning of period	5,780		9,454
Cash and Cash Equivalent at End of Period	1,044		5,505
ConocoPhillips [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	3,221		6,548
Net Cash Provided by (Used in) Operating Activities	3,221		6,548
Cash Flows From Investing Activities
Capital expenditures and investments	(317)
Proceeds from asset dispositions	14
Net cash provided by (used in) continuing operations	(303)
Net Cash Provided by (Used in) Investing Activities	(303)
Cash Flows From Financing Activities
Issuance of debt	831
Special cash distribution from Phillips 66	7,818
Change in restricted cash	(5,000)
Issuance of company common stock	45		99
Repurchase of company common stock	(4,949)		(4,785)
Dividends paid on company common stock	(1,661)		(1,861)
Other	(2)		(1)
Net cash provided by (used in) continuing operations	(2,918)		(6,548)
Net Cash Provided by (Used in) Financing Activities	(2,918)		(6,548)
ConocoPhillips Company [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	8,449		(1,033)
Net cash provided by (used in) discontinued operations	285		(162)
Net Cash Provided by (Used in) Operating Activities	8,734		(1,195)
Cash Flows From Investing Activities
Capital expenditures and investments	(5,217)		(512)
Proceeds from asset dispositions	1		321
Long-term advances/loans-related parties			(14)
Collection of advances/loans-related parties	102		311
Other	4		5
Net cash provided by (used in) continuing operations	(5,110)		111
Net cash provided by (used in) discontinued operations	(232)		158
Net Cash Provided by (Used in) Investing Activities	(5,342)		269
Cash Flows From Financing Activities
Issuance of debt	3,000		2,073
Repayment of debt	(8,215)		(1,805)
Other	41		45
Net cash provided by (used in) continuing operations	(5,174)		313
Net cash provided by (used in) discontinued operations	(227)
Net Cash Provided by (Used in) Financing Activities	(5,401)		313
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(7)		(10)
Net Change in Cash and Cash Equivalents	(2,016)		(623)
Cash and cash equivalent at beginning of period	2,028		718
Cash and Cash Equivalent at End of Period	12		95
ConocoPhillips Australia Funding Company [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	2		2
Net Cash Provided by (Used in) Operating Activities	2		2
Cash Flows From Financing Activities
Net Change in Cash and Cash Equivalents	2		2
Cash and cash equivalent at beginning of period	1
Cash and Cash Equivalent at End of Period	3		2
ConocoPhillips Canada Funding Company I [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	7		6
Net Cash Provided by (Used in) Operating Activities	7		6
Cash Flows From Investing Activities
Long-term advances/loans-related parties			(4)
Net cash provided by (used in) continuing operations			(4)
Net Cash Provided by (Used in) Investing Activities			(4)
Cash Flows From Financing Activities
Net Change in Cash and Cash Equivalents	7		2
Cash and cash equivalent at beginning of period	37		29
Cash and Cash Equivalent at End of Period	44		31
ConocoPhillips Canada Funding Company II [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	0		(6)
Net Cash Provided by (Used in) Operating Activities	0		(6)
Cash Flows From Financing Activities
Issuance of debt			4
Net cash provided by (used in) continuing operations			4
Net Cash Provided by (Used in) Financing Activities			4
Net Change in Cash and Cash Equivalents	0		(2)
Cash and cash equivalent at beginning of period	1		4
Cash and Cash Equivalent at End of Period	1		2
All Other Subsidiaries [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	4,227		3,671
Net cash provided by (used in) discontinued operations	(121)		2,031
Net Cash Provided by (Used in) Operating Activities	4,106		5,702
Cash Flows From Investing Activities
Capital expenditures and investments	(7,009)		(4,877)
Proceeds from asset dispositions	1,565		1,542
Net sales (purchases) of short-term investments	597		(1,594)
Long-term advances/loans-related parties	(2,900)		(2,077)
Collection of advances/loans-related parties	28		1,476
Other	16		25
Net cash provided by (used in) continuing operations	(7,703)		(5,505)
Net cash provided by (used in) discontinued operations	8,028		(10)
Net Cash Provided by (Used in) Investing Activities	325		(5,515)
Cash Flows From Financing Activities
Issuance of debt	6		15
Repayment of debt	(113)		(318)
Dividends paid on company common stock	(4,082)		(2,553)
Other	(408)		(401)
Net cash provided by (used in) continuing operations	(4,597)		(3,257)
Net cash provided by (used in) discontinued operations	(2,578)		(288)
Net Cash Provided by (Used in) Financing Activities	(7,175)		(3,545)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	15		30
Net Change in Cash and Cash Equivalents	(2,729)		(3,328)
Cash and cash equivalent at beginning of period	3,713		8,703
Cash and Cash Equivalent at End of Period	984		5,375
Consolidating Adjustments [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	(9,538)		(2,835)
Net cash provided by (used in) discontinued operations			(1)
Net Cash Provided by (Used in) Operating Activities	(9,538)		(2,836)
Cash Flows From Investing Activities
Capital expenditures and investments	4,685		(1)
Proceeds from asset dispositions	(14)
Long-term advances/loans-related parties	2,906		2,092
Collection of advances/loans-related parties	(82)		(1,737)
Other			2
Net cash provided by (used in) continuing operations	7,495		356
Net cash provided by (used in) discontinued operations	(8,100)
Net Cash Provided by (Used in) Investing Activities	(605)		356
Cash Flows From Financing Activities
Issuance of debt	(3,006)		(2,092)
Repayment of debt	8,281		1,745
Dividends paid on company common stock	4,082		2,553
Net cash provided by (used in) continuing operations	9,357		2,206
Net cash provided by (used in) discontinued operations	786		274
Net Cash Provided by (Used in) Financing Activities	10,143		2,480
Net Change in Cash and Cash Equivalents
Cash and Cash Equivalent at End of Period

[1] Available-for-sale securities of LUKOIL.

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Segment Disclosures and Related Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Sales and Other Operating Revenues
Sales and other operating revenues	$ 13,988	$ 17,176	$ 28,972	$ 32,956
Alaska [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	2,393	2,632	5,130	4,917
Lower 48 and Latin America Before Intersegment Eliminations [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	4,172	5,977	9,303	11,625
Intersegment Eliminations before Lower 48 and Latin America [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	(41)	(78)	(156)	(164)
Lower 48 and Latin America [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	4,131	5,899	9,147	11,461
Canada before Intersegment Eliminations [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	1,074	1,509	2,292	3,086
Intersegment Eliminations before Canada [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	(77)	(233)	(213)	(528)
Canada [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	997	1,276	2,079	2,558
Europe before Intersegment Eliminations [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	3,926	4,565	7,528	8,379
Intersegment Eliminations before Europe [Member]
Sales and Other Operating Revenues
Sales and other operating revenues			(72)	(50)
Europe [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	3,926	4,565	7,456	8,329
Asia Pacific and Middle East [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	1,634	2,330	3,530	4,579
Other International [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	895	440	1,596	1,043
LUKOIL Investment [Member]
Sales and Other Operating Revenues
Sales and other operating revenues
Corporate and Other [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	$ 12	$ 34	$ 34	$ 69

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 18—Employee Benefit Plans

In connection with the separation of the Downstream business, ConocoPhillips entered into an Employee Matters Agreement with Phillips 66, see Note 2—Separation of Downstream Business, which provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. Upon separation, the ConocoPhillips Pension Plan transferred assets and obligations to the Phillips 66 Pension Plan resulting in a net decrease in sponsored pension plan obligations of $1,098 million, a corresponding decrease in deferred income taxes of $335 million and a decrease in other comprehensive income of $570 million.

Pension and Postretirement Plans

	Millions of Dollars
	Pension Benefits												Other Benefits
	2012						2011						2012			2011
	U.S.			Int’l.			U.S.			Int’l.
Components of Net Periodic Benefit Cost
Three Months Ended June 30
Service cost	$	42			22			49			25			2			2
Interest cost		48			38			61			44			8			11
Expected return on plan assets		(56	)		(40	)		(70	)		(44	)		—			—
Amortization of prior service cost		2			(2	)		3			—			(1	)		(2	)
Recognized net actuarial (gain) loss		45			15			41			12			—			(2	)
Net periodic benefit costs	$	81			33			84			37			9			9
Six Months Ended June 30
Service cost	$	100			50			113			49			4			5
Interest cost		111			81			123			88			18			21
Expected return on plan assets		(130	)		(83	)		(140	)		(87	)		—			—
Amortization of prior service cost		4			(4	)		5			—			(2	)		(4	)
Recognized net actuarial (gain) loss		104			33			82			23			(1	)		(3	)
Net periodic benefit costs	$	189			77			183			73			19			19

During the first six months of 2012, we contributed $167 million to our domestic benefit plans and $103 million to our international benefit plans. In 2012, we expect to contribute approximately $540 million to our domestic qualified and nonqualified pension and postretirement benefit plans and $210 million to our international qualified and nonqualified pension and postretirement benefit plans.

In addition, pursuant to the Employee Matters Agreement we made certain adjustments to the exercise price and number of our stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Outstanding options to purchase common shares of ConocoPhillips stock that were exercisable prior to the separation were adjusted so the holders of those options would then hold options to purchase common shares of both ConocoPhillips and Phillips 66 stock. Nonexercisable stock options were converted to those of the entity where the employee is working post-separation. In addition, former employee holders and a specified group of holders of stock options and restricted stock units who retired or terminated employment upon or shortly after the separation, received both adjusted ConocoPhillips awards and Phillips 66 awards. ConocoPhillips restricted stock and performance share units awarded for completed performance periods under the Performance Share Program, as well as restricted stock units held by current or former directors, were adjusted to provide holders one restricted share or restricted stock unit of Phillips 66 for every two restricted shares or restricted stock units of ConocoPhillips. Each employee holder of restricted stock and restricted stock units awarded under all other programs were adjusted to provide holders restricted shares or restricted stock units in the company that employs such employee following the separation. Adjustments to our stock-based compensation awards did not have a material impact on compensation expense.

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Impairments (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Europe [Member]	Jun. 30, 2011 Europe [Member]	Jun. 30, 2012 Europe [Member]	Jun. 30, 2011 Europe [Member]	Mar. 31, 2012 Leasehold Costs [Member]	Mar. 31, 2012 Mackenzie Gas Project [Member]
Impairments (Textual) [Abstract]
Impairment Charges by Segment Before Tax	$ 82		$ 296		$ 78		$ 79		$ 481	$ 213

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Separation of Downstream Business (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Apr. 30, 2012
Assets
Cash and cash equivalents					$ 3,603
Accounts and notes receivable					7,295
Accounts and notes receivable-related parties					1,501
Inventories					5,017
Prepaid expenses and other current assets					996
Total current assets of discontinued operations					18,412
Investments and long-term receivables					10,826
Loans and advances-related parties					1
Net properties, plants and equipment					15,258
Goodwill					3,330
Intangibles					730
Other assets					95
Total assets of discontinued operations					48,652
Liabilities
Accounts payable					12,064
Accounts payable-related parties					938
Short-term debt					7,814
Accrued income and other taxes					493
Employee benefit obligations					219
Other accruals					952
Total current liabilities of discontinued operations					22,480
Long-term debt					175
Asset retirement obligations and accrued environmental costs					771
Deferred income taxes					4,990
Employee benefit obligations					1,138
Other liabilities and deferred credits					426
Total liabilities of discontinued operations					29,980
Sales and other operating revenues and income (loss) from discontinued operations
Sales and other operating revenues from discontinued operations	16,609	52,591	62,107	97,364
Income (loss) from discontinued operations before-tax	782	1,678	1,790	2,733
Income tax expense (benefit)	248	559	542	889
Income (loss) from discontinued operations	$ 534	$ 1,119	$ 1,248	$ 1,844

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Supplementary Information - Condensed Consolidating Financial Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012		Jun. 30, 2011
Revenues and Other Income
Sales and other operating revenues	$ 13,988	$ 17,176	$ 28,972		$ 32,956
Equity in earnings of affiliates	529	375	1,015		701
Gain on dispositions	583	35	1,523		648
Other income	66	82	126		166
Total Revenues and Other Income	15,166	17,668	31,636		34,471
Costs and Expenses
Purchased commodities	5,758	7,681	11,878		14,639
Production and operating expenses	1,883	1,595	3,521		3,174
Selling, general and administrative expenses	235	203	562		451
Exploration expenses	270	264	949		440
Depreciation, depletion and amortization	1,626	1,846	3,249		3,694
Impairments	82		296
Taxes other than income taxes	906	1,198	2,007		2,082
Accretion on discounted liabilities	105	107	212		212
Interest and debt expense	197	242	387		499
Foreign currency transaction (gains) losses	15	18	19		25
Total Costs and Expenses	11,077	13,154	23,080		25,216
Income from continuing operations before income taxes	4,089	4,514	8,556		9,255
Provision for income taxes	2,334	2,214	4,560		4,638
Income (Loss) From Continuing Operations	1,755	2,300	3,996		4,617
Income (loss) from discontinued operations	534	1,119	1,248		1,844
Net income (loss)	2,289	3,419	5,244		6,461
Less: net income attributable to noncontrolling interests	(22)	(17)	(40)		(31)
Net Income (Loss) Attributable to ConocoPhillips	2,267	3,402	5,204		6,430
Comprehensive Income Attributable to ConocoPhillips	1,798	3,980	5,621		7,782
ConocoPhillips [Member]
Revenues and Other Income
Equity in earnings of affiliates	2,103	2,524	4,679		5,034
Other income			1
Intercompany revenues	18	1	19		2
Total Revenues and Other Income	2,121	2,525	4,699		5,036
Costs and Expenses
Selling, general and administrative expenses	3	4	8		9
Interest and debt expense	586	367	1,126		682
Foreign currency transaction (gains) losses	(2)		(2)
Total Costs and Expenses	587	371	1,132		691
Income from continuing operations before income taxes	1,534	2,154	3,567		4,345
Provision for income taxes	(199)	(129)	(389)		(241)
Income (Loss) From Continuing Operations	1,733	2,283	3,956		4,586
Income (loss) from discontinued operations	534	1,119	1,248		1,844
Net income (loss)	2,267	3,402	5,204		6,430
Net Income (Loss) Attributable to ConocoPhillips	2,267	3,402	5,204		6,430
Comprehensive Income Attributable to ConocoPhillips	2,276	3,402	5,213		6,430
ConocoPhillips Company [Member]
Revenues and Other Income
Sales and other operating revenues	4,277	5,337	8,569		10,319
Equity in earnings of affiliates	2,467	2,208	5,230		4,808
Gain on dispositions					265
Other income	24	38	55		69
Intercompany revenues	245	566	685		881
Total Revenues and Other Income	7,013	8,149	14,539		16,342
Costs and Expenses
Purchased commodities	3,767	4,558	7,574		9,070
Production and operating expenses	337	273	604		562
Selling, general and administrative expenses	167	137	430		317
Exploration expenses	96	72	186		126
Depreciation, depletion and amortization	204	219	408		444
Taxes other than income taxes	68	73	150		160
Accretion on discounted liabilities	13	11	26		23
Interest and debt expense	90	118	171		237
Foreign currency transaction (gains) losses	54	1	26		(16)
Total Costs and Expenses	4,796	5,462	9,575		10,923
Income from continuing operations before income taxes	2,217	2,687	4,964		5,419
Provision for income taxes	114	163	285		385
Income (Loss) From Continuing Operations	2,103	2,524	4,679		5,034
Income (loss) from discontinued operations	534	1,119	1,248		1,844
Net income (loss)	2,637	3,643	5,927		6,878
Net Income (Loss) Attributable to ConocoPhillips	2,637	3,643	5,927		6,878
Comprehensive Income Attributable to ConocoPhillips	3,168	3,677	6,539		6,971
ConocoPhillips Australia Funding Company [Member]
Revenues and Other Income
Intercompany revenues	12	12	23		23
Total Revenues and Other Income	12	12	23		23
Costs and Expenses
Interest and debt expense	11	11	21		21
Total Costs and Expenses	11	11	21		21
Income from continuing operations before income taxes	1	1	2		2
Provision for income taxes	1	1	1		1
Income (Loss) From Continuing Operations			1		1
Net income (loss)			1		1
Net Income (Loss) Attributable to ConocoPhillips			1		1
Comprehensive Income Attributable to ConocoPhillips			1		1
ConocoPhillips Canada Funding Company I [Member]
Revenues and Other Income
Intercompany revenues	23	23	45		46
Total Revenues and Other Income	23	23	45		46
Costs and Expenses
Interest and debt expense	20	20	39		39
Foreign currency transaction (gains) losses	(23)	19	(12)		56
Total Costs and Expenses	(3)	39	27		95
Income from continuing operations before income taxes	26	(16)	18		(49)
Provision for income taxes		(2)	6		(1)
Income (Loss) From Continuing Operations	26	(14)	12		(48)
Net income (loss)	26	(14)	12		(48)
Net Income (Loss) Attributable to ConocoPhillips	26	(14)	12		(48)
Comprehensive Income Attributable to ConocoPhillips	(2)	(4)	17		1
ConocoPhillips Canada Funding Company II [Member]
Revenues and Other Income
Intercompany revenues	9	8	17		17
Total Revenues and Other Income	9	8	17		17
Costs and Expenses
Interest and debt expense	8	8	16		16
Foreign currency transaction (gains) losses	(15)	11	1		8
Total Costs and Expenses	(7)	19	17		24
Income from continuing operations before income taxes	16	(11)			(7)
Provision for income taxes	1	(2)			8
Income (Loss) From Continuing Operations	15	(9)			(15)
Net income (loss)	15	(9)			(15)
Net Income (Loss) Attributable to ConocoPhillips	15	(9)			(15)
Comprehensive Income Attributable to ConocoPhillips	4	(5)	2		5
All Other Subsidiaries [Member]
Revenues and Other Income
Sales and other operating revenues	9,711	11,839	20,403		22,637
Equity in earnings of affiliates	570	353	1,028		639
Gain on dispositions	583	35	1,523		383
Other income	42	44	70		97
Intercompany revenues	1,615	428	2,440		1,166
Total Revenues and Other Income	12,521	12,699	25,464		24,922
Costs and Expenses
Purchased commodities	3,287	3,737	6,304		6,893
Production and operating expenses	1,550	1,335	2,936		2,666
Selling, general and administrative expenses	66	63	133		133
Exploration expenses	174	192	763		314
Depreciation, depletion and amortization	1,422	1,627	2,841	[1]	3,250
Impairments	82		296
Taxes other than income taxes	838	1,125	1,857		1,922
Accretion on discounted liabilities	92	96	186		189
Interest and debt expense	103	128	215		253
Foreign currency transaction (gains) losses	1	(13)	6		(23)
Total Costs and Expenses	7,615	8,290	15,537		15,597
Income from continuing operations before income taxes	4,906	4,409	9,927		9,325
Provision for income taxes	2,417	2,183	4,657		4,486
Income (Loss) From Continuing Operations	2,489	2,226	5,270		4,839
Income (loss) from discontinued operations	280	994	995		1,399
Net income (loss)	2,769	3,220	6,265		6,238
Less: net income attributable to noncontrolling interests	(22)	(17)	(40)		(31)
Net Income (Loss) Attributable to ConocoPhillips	2,747	3,203	6,225		6,207
Comprehensive Income Attributable to ConocoPhillips	1,777	3,733	6,014		7,397
Consolidating Adjustments [Member]
Revenues and Other Income
Equity in earnings of affiliates	(4,611)	(4,710)	(9,922)		(9,780)
Intercompany revenues	(1,922)	(1,038)	(3,229)		(2,135)
Total Revenues and Other Income	(6,533)	(5,748)	(13,151)		(11,915)
Costs and Expenses
Purchased commodities	(1,296)	(614)	(2,000)		(1,324)
Production and operating expenses	(4)	(13)	(19)		(54)
Selling, general and administrative expenses	(1)	(1)	(9)		(8)
Interest and debt expense	(621)	(410)	(1,201)		(749)
Total Costs and Expenses	(1,922)	(1,038)	(3,229)		(2,135)
Income from continuing operations before income taxes	(4,611)	(4,710)	(9,922)		(9,780)
Income (Loss) From Continuing Operations	(4,611)	(4,710)	(9,922)		(9,780)
Income (loss) from discontinued operations	(814)	(2,113)	(2,243)		(3,243)
Net income (loss)	(5,425)	(6,823)	(12,165)		(13,023)
Net Income (Loss) Attributable to ConocoPhillips	(5,425)	(6,823)	(12,165)		(13,023)
Comprehensive Income Attributable to ConocoPhillips	$ (5,425)	$ (6,823)	$ (12,165)		$ (13,023)

[1] Plans for which ConocoPhillips is not the primary obligor-primarily those administered by equity affiliates.

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Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2012

Cash Flow Information [Abstract]

Cash Flow Information

	Millions of Dollars
	Six Months Ended June 30
	2012			2011
Cash Payments
Interest	$	383			488
Income taxes		4,696			5,348
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(497	)		(4,562	)
Short-term investments sold		1,094			2,968
	$	597			(1,594	)

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Joint Venture Acquisition Obligation (Details) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Dec. 31, 2007
Joint Venture Acquisition Obligation (Textual) [Abstract]
Initial acquisition obligation to joint venture			$ 7,500,000,000
Time period for contribution			10 years
Quarterly principal and interest payments for joint venture acquisition obligation		237,000,000
Short-term portion of principal obligation amount	752,000,000	752,000,000
Principal payment for joint venture obligation		$ 361,000,000
Fixed-rate on joint venture acquisition obligation		5.30%
Percentage of quarterly interest payment as capital contribution	50.00%

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Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash payments
Interest	$ 383	$ 488
Income taxes	4,696	5,348
Net Purchases of Short-Term Investments
Short-term investments purchased	(497)	(4,562)
Short-term investments sold	1,094	2,968
Net sale (purchases) of short-term investments	$ 597	$ (1,594)

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Derivative and Financial Instruments (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Proceeds from special distribution [Member]	Jun. 30, 2011 Proceeds from special distribution [Member]
Derivative and Financial Instruments (Additional Textual) [Abstract]
Cash	$ 641	$ 1,169	$ 150
Financial Instruments and Derivative Contracts (Textual) [Abstract]
Special cash distribution from Phillips 66	7,818
Financial instruments designated as Restricted cash	5,000
U.S. Treasury Bills	2,650
Money market funds	2,200
Payment term of receivables	30 days or less
Aggregate fair value of all derivative instruments in a liability position	238	237
Collateral was posted for derivative instruments in a liability position		3
Additional collateral, either in the form of cash or letters of credit	$ 238

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Investments, Loans and Long-Term Receivables (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 Australia Pacific LNG [Member] T	Jun. 30, 2012 Australia Pacific LNG [Member] China Petrochemical Corporation (Sinopec) [Member]	Jan. 31, 2012 Australia Pacific LNG [Member] China Petrochemical Corporation (Sinopec) [Member] T	Jun. 30, 2012 Australia Pacific LNG [Member] Origin Energy [Member]	Jun. 30, 2012 Qatar Liquefied Gas Company Limited (3) (QG3) [Member]	Jun. 30, 2012 Freeport LNG [Member]
Loans to Related Parties
Loan/project financing to affiliated company					$ 1,131	$ 592
Equity method investments and joint ventures
Additional amount of LNG sales agreement			3,300,000
Equity interest of others		15.00%		42.50%
Expected equity interest after Sinopec share subscription	37.50%	25.00%		37.50%
Equity interest of ConocoPhillips	42.50%
Expected loss after-tax from dilution	$ 135
Maximum Capacity	4,500,000

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Separation of Downstream Business

6 Months Ended

Jun. 30, 2012

Separation of Downstream Business [Abstract]

Separation of Downstream Business

Note 2—Separation of Downstream Business

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. After the close of the New York Stock Exchange on April 30, 2012, the shareholders of record as of 5:00 p.m. Eastern time on April 16, 2012 (the Record Date), received one share of Phillips 66 common stock for every two ConocoPhillips common shares held as of the Record Date.

In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution, primarily using the proceeds from the $5.8 billion in Senior Notes issued by Phillips 66 in March 2012, as well as a portion of the approximately $3.6 billion in cash transferred to Phillips 66 at separation, comprised of funds received from the $2.0 billion term loan entered into by Phillips 66 immediately prior to the separation, and approximately $1.6 billion of cash held by Phillips 66 subsidiaries. Pursuant to the private letter ruling from the Internal Revenue Service (IRS), the principal funds from the special cash distribution will be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. At June 30, 2012, the remaining balance of this cash distribution was $5,000 million and was included in the “Restricted cash” line on our consolidated balance sheet.

In order to effect the separation and govern our relationship with Phillips 66 after the separation, we entered into a Separation and Distribution Agreement, an Indemnification and Release Agreement, an Intellectual Property Assignment and License Agreement, a Tax Sharing Agreement, an Employee Matters Agreement and a Transition Services Agreement. The Separation and Distribution Agreement governs the separation of the Downstream business, the transfer of assets and other matters related to our relationship with Phillips 66. The Indemnification and Release Agreement provides for cross-indemnities between Phillips 66 and us and established procedures for handling claims subject to indemnification and related matters. The Intellectual Property Assignment and License Agreement governs the allocation of intellectual property rights and assets between Phillips 66 and us.

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of Phillips 66 and ConocoPhillips with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters. In addition, the Tax Sharing Agreement imposed certain restrictions on Phillips 66 and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Sharing Agreement sets forth the obligations of Phillips 66 and us as to the filing of tax returns, the administration of tax proceedings and assistance and cooperation on tax matters.

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Phillips 66 and ConocoPhillips, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective current employees and compensation plans for such current employees, and we will be responsible for all liabilities relating to former employees. The Employee Matters Agreement sets forth the general principles relating to employee matters and also addresses any special circumstances during the transition period. The Employee Matters Agreement also provides that (i) the distribution does not constitute a change in control under existing plans, programs, agreements or arrangements, and (ii) the distribution and the assignment, transfer or continuation of the employment of employees with another entity will not constitute a severance event under the applicable plans, programs, agreements or arrangements.

The Transition Services Agreement sets forth the terms on which we will provide Phillips 66, and Phillips 66 will provide to us, certain services or functions Phillips 66 and ConocoPhillips historically have shared. Transition services include administrative, payroll, human resources, data processing, environmental health and safety, financial audit support, financial transaction support, and other support services, information technology systems and various other corporate services. The agreement provides for the provision of specified transition services, generally for a period of up to 12 months, with a possible extension of 6 months (an aggregate of 18 months), on a cost or a cost-plus basis.

The following table presents the carrying value of the major categories of assets and liabilities of Phillips 66, immediately preceding the separation of our Downstream business on April 30, 2012, excluded from our consolidated balance sheet at June 30, 2012:

	Millions of Dollars
Assets
Cash and cash equivalents	$	3,603
Accounts and notes receivable		7,295
Accounts and notes receivable—related parties		1,501
Inventories		5,017
Prepaid expenses and other current assets		996
Total current assets of discontinued operations		18,412
Investments and long-term receivables		10,826
Loans and advances—related parties		1
Net properties, plants and equipment		15,258
Goodwill		3,330
Intangibles		730
Other assets		95
Total assets of discontinued operations	$	48,652
Liabilities
Accounts payable	$	12,064
Accounts payable—related parties		938
Short-term debt		7,814
Accrued income and other taxes		493
Employee benefit obligations		219
Other accruals		952
Total current liabilities of discontinued operations		22,480
Long-term debt		175
Asset retirement obligations and accrued environmental costs		771
Deferred income taxes		4,990
Employee benefit obligations		1,138
Other liabilities and deferred credits		426
Total liabilities of discontinued operations	$	29,980

Sales and other operating revenues and income from discontinued operations were as follows:

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Sales and other operating revenues from discontinued operations	$	16,609		52,591		62,107		97,364
Income from discontinued operations before-tax	$	782		1,678		1,790		2,733
Income tax expense		248		559		542		889
Income from discontinued operations	$	534		1,119		1,248		1,844

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $26 million and $70 million for the three-month and six-month periods ended June 30, 2012, respectively. No separation costs were incurred during the first six months of 2011.

Prior to the separation, commodity sales to Phillips 66 were $919 million and $4,973 million for the three-month and six-month periods ended June 30, 2012, and $3,842 million and $7,599 million for the three-month and six-month periods ended June 30, 2011. Prior to the separation, commodity purchases from Phillips 66 were $7 million and $166 million for the three-month and six-month periods ended June 30, 2012, and $112 million and $264 million for the three-month and six-month periods ended June 30, 2011. Prior to May 1, 2012, commodity sales and related costs were eliminated in consolidation between ConocoPhillips and Phillips 66. Beginning May 1, 2012, these revenues and costs represent third-party transactions with Phillips 66. Although we expect certain transactions related to the sale and purchase of crude oil, natural gas and products to continue in the future with Phillips 66, the expected continuing cash flows are not considered significant; thus, the operations and cash flows of our former Downstream business are considered to be eliminated from our ongoing operations.

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Fair Value Measurement (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation investments	$ 304		$ 336
Total assets	3,708	5,162
Total liabilities	3,421	4,702
Commodity derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	3,404	4,826
Total liabilities	3,421	4,702
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation investments	304		336
Total assets	2,332	3,143
Total liabilities	2,157	2,970
Level 1 [Member] | Commodity derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	2,028	2,807
Total liabilities	2,157	2,970
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,336	1,947
Total liabilities	1,258	1,722
Level 2 [Member] | Commodity derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,336	1,947
Total liabilities	1,258	1,722
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	40	72
Total liabilities	6	10
Level 3 [Member] | Commodity derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	40	72
Total liabilities	$ 6	$ 10

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Separation of Downstream Business (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Sales and Other Operating Revenues
Special cash distribution from Phillips 66			$ 7,818,000,000
Sales and other operating revenues	13,988,000,000	17,176,000,000	28,972,000,000	32,956,000,000
Purchased commodities	5,758,000,000	7,681,000,000	11,878,000,000	14,639,000,000
Separation of Downstream Business (Textual) [Abstract]
Restricted cash	5,000,000,000		5,000,000,000
Cash transferred to Phillips 66 at separation			3,600,000,000
Separation costs incurred	26,000,000		70,000,000	0
Sourced from senior notes [Member]
Sales and Other Operating Revenues
Special cash distribution from Phillips 66			5,800,000,000
Sourced from term loan [Member]
Sales and Other Operating Revenues
Special cash distribution from Phillips 66			2,000,000,000
Sourced from cash on hand [Member]
Sales and Other Operating Revenues
Special cash distribution from Phillips 66			1,600,000,000
Phillips 66 [Member]
Sales and Other Operating Revenues
Sales and other operating revenues	919,000,000	3,842,000,000	4,973,000,000	7,599,000,000
Purchased commodities	$ 7,000,000	$ 112,000,000	$ 166,000,000	$ 264,000,000

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Supplementary Information - Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2012

Supplementary Information - Condensed Consolidating Financial Information [Abstract]

Supplementary Information - Condensed Consolidating Financial Information

Supplementary Information—Condensed Consolidating Financial Information

We have various cross guarantees among ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I and ConocoPhillips Canada Funding Company II are indirect, 100 percent owned subsidiaries of ConocoPhillips Company. ConocoPhillips and ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to their publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:

• ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).

• All other nonguarantor subsidiaries of ConocoPhillips.

• The consolidating adjustments necessary to present ConocoPhillips’ results on a consolidated basis.

This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.

	Millions of Dollars
	Three Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			4,277		—		—			—			9,711			—			13,988
Equity in earnings of affiliates		2,103			2,467		—		—			—			570			(4,611	)		529
Gain on dispositions		—			—		—		—			—			583			—			583
Other income		—			24		—		—			—			42			—			66
Intercompany revenues		18			245		12		23			9			1,615			(1,922	)		—
Total Revenues and Other Income		2,121			7,013		12		23			9			12,521			(6,533	)		15,166
Costs and Expenses
Purchased commodities		—			3,767		—		—			—			3,287			(1,296	)		5,758
Production and operating expenses		—			337		—		—			—			1,550			(4	)		1,883
Selling, general and administrative expenses		3			167		—		—			—			66			(1	)		235
Exploration expenses		—			96		—		—			—			174			—			270
Depreciation, depletion and amortization		—			204		—		—			—			1,422			—			1,626
Impairments		—			—		—		—			—			82			—			82
Taxes other than income taxes		—			68		—		—			—			838			—			906
Accretion on discounted liabilities		—			13		—		—			—			92			—			105
Interest and debt expense		586			90		11		20			8			103			(621	)		197
Foreign currency transaction (gains) losses		(2	)		54		—		(23	)		(15	)		1			—			15
Total Costs and Expenses		587			4,796		11		(3	)		(7	)		7,615			(1,922	)		11,077
Income from continuing operations before income taxes		1,534			2,217		1		26			16			4,906			(4,611	)		4,089
Provision for income taxes		(199	)		114		1		—			1			2,417			—			2,334
Income From Continuing Operations		1,733			2,103		—		26			15			2,489			(4,611	)		1,755
Income from discontinued operations		534			534		—		—			—			280			(814	)		534
Net income		2,267			2,637		—		26			15			2,769			(5,425	)		2,289
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(22	)		—			(22	)
Net Income Attributable to ConocoPhillips	$	2,267			2,637		—		26			15			2,747			(5,425	)		2,267
Comprehensive Income Attributable to ConocoPhillips	$	2,276			3,168		—		(2	)		4			1,777			(5,425	)		1,798
Income Statement	Three Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			5,337		—		—			—			11,839			—			17,176
Equity in earnings of affiliates		2,524			2,208		—		—			—			353			(4,710	)		375
Gain on dispositions		—			—		—		—			—			35			—			35
Other income		—			38		—		—			—			44			—			82
Intercompany revenues		1			566		12		23			8			428			(1,038	)		—
Total Revenues and Other Income		2,525			8,149		12		23			8			12,699			(5,748	)		17,668
Costs and Expenses
Purchased commodities		—			4,558		—		—			—			3,737			(614	)		7,681
Production and operating expenses		—			273		—		—			—			1,335			(13	)		1,595
Selling, general and administrative expenses		4			137		—		—			—			63			(1	)		203
Exploration expenses		—			72		—		—			—			192			—			264
Depreciation, depletion and amortization		—			219		—		—			—			1,627			—			1,846
Taxes other than income taxes		—			73		—		—			—			1,125			—			1,198
Accretion on discounted liabilities		—			11		—		—			—			96			—			107
Interest and debt expense		367			118		11		20			8			128			(410	)		242
Foreign currency transaction (gains) losses		—			1		—		19			11			(13	)		—			18
Total Costs and Expenses		371			5,462		11		39			19			8,290			(1,038	)		13,154
Income from continuing operations before income taxes		2,154			2,687		1		(16	)		(11	)		4,409			(4,710	)		4,514
Provision for income taxes		(129	)		163		1		(2	)		(2	)		2,183			—			2,214
Income (Loss) from Continuing Operations		2,283			2,524		—		(14	)		(9	)		2,226			(4,710	)		2,300
Income from discontinued operations		1,119			1,119		—		—			—			994			(2,113	)		1,119
Net income (loss)		3,402			3,643		—		(14	)		(9	)		3,220			(6,823	)		3,419
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(17	)		—			(17	)
Net Income (Loss) Attributable to ConocoPhillips	$	3,402			3,643		—		(14	)		(9	)		3,203			(6,823	)		3,402
Comprehensive Income Attributable to ConocoPhillips	$	3,402			3,677		—		(4	)		(5	)		3,733			(6,823	)		3,980

	Millions of Dollars
	Six Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			8,569			—		—			—			20,403			—			28,972
Equity in earnings of affiliates		4,679			5,230			—		—			—			1,028			(9,922	)		1,015
Gain on dispositions		—			—			—		—			—			1,523			—			1,523
Other income		1			55			—		—			—			70			—			126
Intercompany revenues		19			685			23		45			17			2,440			(3,229	)		—
Total Revenues and Other Income		4,699			14,539			23		45			17			25,464			(13,151	)		31,636
Costs and Expenses
Purchased commodities		—			7,574			—		—			—			6,304			(2,000	)		11,878
Production and operating expenses		—			604			—		—			—			2,936			(19	)		3,521
Selling, general and administrative expenses		8			430			—		—			—			133			(9	)		562
Exploration expenses		—			186			—		—			—			763			—			949
Depreciation, depletion and amortization		—			408			—		—			—			2,841			—			3,249
Impairments		—			—			—		—			—			296			—			296
Taxes other than income taxes		—			150			—		—			—			1,857			—			2,007
Accretion on discounted liabilities		—			26			—		—			—			186			—			212
Interest and debt expense		1,126			171			21		39			16			215			(1,201	)		387
Foreign currency transaction (gains) losses		(2	)		26			—		(12	)		1			6			—			19
Total Costs and Expenses		1,132			9,575			21		27			17			15,537			(3,229	)		23,080
Income from continuing operations before income taxes		3,567			4,964			2		18			—			9,927			(9,922	)		8,556
Provision for income taxes		(389	)		285			1		6			—			4,657			—			4,560
Income From Continuing Operations		3,956			4,679			1		12			—			5,270			(9,922	)		3,996
Income from discontinued operations		1,248			1,248			—		—			—			995			(2,243	)		1,248
Net income		5,204			5,927			1		12			—			6,265			(12,165	)		5,244
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(40	)		—			(40	)
Net Income Attributable to ConocoPhillips	$	5,204			5,927			1		12			—			6,225			(12,165	)		5,204
Comprehensive Income Attributable to ConocoPhillips	$	5,213			6,539			1		17			2			6,014			(12,165	)		5,621
Income Statement	Six Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			10,319			—		—			—			22,637			—			32,956
Equity in earnings of affiliates		5,034			4,808			—		—			—			639			(9,780	)		701
Gain on dispositions		—			265			—		—			—			383			—			648
Other income		—			69			—		—			—			97			—			166
Intercompany revenues		2			881			23		46			17			1,166			(2,135	)		—
Total Revenues and Other Income		5,036			16,342			23		46			17			24,922			(11,915	)		34,471
Costs and Expenses
Purchased commodities		—			9,070			—		—			—			6,893			(1,324	)		14,639
Production and operating expenses		—			562			—		—			—			2,666			(54	)		3,174
Selling, general and administrative expenses		9			317			—		—			—			133			(8	)		451
Exploration expenses		—			126			—		—			—			314			—			440
Depreciation, depletion and amortization		—			444			—		—			—			3,250			—			3,694
Taxes other than income taxes		—			160			—		—			—			1,922			—			2,082
Accretion on discounted liabilities		—			23			—		—			—			189			—			212
Interest and debt expense		682			237			21		39			16			253			(749	)		499
Foreign currency transaction (gains) losses		—			(16	)		—		56			8			(23	)		—			25
Total Costs and Expenses		691			10,923			21		95			24			15,597			(2,135	)		25,216
Income from continuing operations before income taxes		4,345			5,419			2		(49	)		(7	)		9,325			(9,780	)		9,255
Provision for income taxes		(241	)		385			1		(1	)		8			4,486			—			4,638
Income (Loss) From Continuing Operations		4,586			5,034			1		(48	)		(15	)		4,839			(9,780	)		4,617
Income from discontinued operations		1,844			1,844			—		—			—			1,399			(3,243	)		1,844
Net income (loss)		6,430			6,878			1		(48	)		(15	)		6,238			(13,023	)		6,461
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(31	)		—			(31	)
Net Income (Loss) Attributable to ConocoPhillips	$	6,430			6,878			1		(48	)		(15	)		6,207			(13,023	)		6,430
Comprehensive Income Attributable to ConocoPhillips	$	6,430			6,971			1		1			5			7,397			(13,023	)		7,782

	Millions of Dollars
	June 30, 2012
Balance Sheet	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Cash and cash equivalents	$	—			12		3		44			1			984		—			1,044
Restricted cash		5,000			—		—		—			—			—		—			5,000
Accounts and notes receivable		68			6,262		—		—			—			12,332		(10,943	)		7,719
Inventories		—			196		—		—			—			982		—			1,178
Prepaid expenses and other current assets		20			1,318		—		1			—			1,147		(515	)		1,971
Total Current Assets		5,088			7,788		3		45			1			15,445		(11,458	)		16,912
Investments, loans and long-term receivables*		76,771			117,652		760		1,422			568			44,923		(217,127	)		24,969
Net properties, plants and equipment		—			8,416		—		—			—			62,811		—			71,227
Intangibles		—			9		—		—			—			2		—			11
Other assets		62			206		—		2			3			616		—			889
Total Assets	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Liabilities and Stockholders’ Equity
Accounts payable	$	—			14,521		—		—			—			5,494		(10,919	)		9,096
Short-term debt		3,222			4		750		—			—			203		—			4,179
Accrued income and other taxes		—			315		—		4			—			3,039		(539	)		2,819
Employee benefit obligations		—			417		—		—			—			177		—			594
Other accruals		244			259		9		15			6			1,139		—			1,672
Total Current Liabilities		3,466			15,516		759		19			6			10,052		(11,458	)		18,360
Long-term debt		9,453			3,220		—		1,250			499			4,407		—			18,829
Asset retirement obligations and accrued environmental costs		—			1,235		—		—			—			6,989		—			8,224
Joint venture acquisition obligation		—			—		—		—			—			3,201		—			3,201
Deferred income taxes		55			274		—		15			9			13,245		—			13,598
Employee benefit obligations		—			2,164		—		—			—			709		—			2,873
Other liabilities and deferred credits*		29,629			24,887		—		92			30			16,519		(68,677	)		2,480
Total Liabilities		42,603			47,296		759		1,376			544			55,122		(80,135	)		67,565
Retained earnings		27,378			20,276		2		(58	)		(55	)		29,920		(43,707	)		33,756
Other common stockholders’ equity		11,940			66,499		2		151			83			38,283		(104,743	)		12,215
Noncontrolling interests		—			—		—		—			—			472		—			472
Total Liabilities and Stockholders’ Equity	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Balance Sheet	December 31, 2011**
Assets
Cash and cash equivalents	$	—			2,028		1		37			1			3,713		—			5,780
Short-term investments		—			—		—		—			—			581		—			581
Accounts and notes receivable		60			9,186		—		—			—			20,898		(13,618	)		16,526
Inventories		—			2,239		—		—			—			2,392		—			4,631
Prepaid expenses and other current assets		22			1,090		—		1			—			1,587		—			2,700
Total Current Assets		82			14,543		1		38			1			29,171		(13,618	)		30,218
Investments, loans and long-term receivables*		96,284			135,618		760		1,417			565			59,651		(260,512	)		33,783
Net properties, plants and equipment		—			19,595		—		—			—			64,585		—			84,180
Goodwill		—			3,332		—		—			—			—		—			3,332
Intangibles		—			722		—		—			—			23		—			745
Other assets		64			301		—		2			3			602		—			972
Total Assets	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230
Liabilities and Stockholders’ Equity
Accounts payable	$	10			18,747		—		1			1			14,512		(13,618	)		19,653
Short-term debt		892			27		—		—			—			94		—			1,013
Accrued income and other taxes		—			315		—		2			—			3,903		—			4,220
Employee benefit obligations		—			835		—		—			—			276		—			1,111
Other accruals		244			634		9		14			6			1,164		—			2,071
Total Current Liabilities		1,146			20,558		9		17			7			19,949		(13,618	)		28,068
Long-term debt		10,951			3,599		749		1,250			498			4,563		—			21,610
Asset retirement obligations and accrued environmental costs		—			1,766		—		—			—			7,563		—			9,329
Joint venture acquisition obligation		—			—		—		—			—			3,582		—			3,582
Deferred income taxes		(5	)		3,982		—		11			9			14,043		—			18,040
Employee benefit obligations		—			3,092		—		—			—			976		—			4,068
Other liabilities and deferred credits*		25,959			40,479		—		104			29			20,047		(83,834	)		2,784
Total Liabilities		38,051			73,476		758		1,382			543			70,723		(97,452	)		87,481
Retained earnings		42,550			34,921		1		(70	)		(55	)		29,821		(58,119	)		49,049
Other common stockholders’ equity		15,829			65,714		2		145			81			52,978		(118,559	)		16,190
Noncontrolling interests		—			—		—		—			—			510		—			510
Total Liabilities and Stockholders’ Equity	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230

*Includes intercompany loans.

**Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

	Millions of Dollars
	Six Months Ended June 30, 2012
Statement of Cash Flows	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash Flows From Operating Activities
Net cash provided by continuing operating activities	$	3,221			8,449			2		7			—			4,227			(9538	)		6,368
Net cash provided by (used in) discontinued operations		—			285			—		—			—			(121	)		—			164
Net Cash Provided by Operating Activities		3,221			8,734			2		7			—			4,106			(9,538	)		6,532
Cash Flows From Investing Activities
Capital expenditures and investments		(317	)		(5,217	)		—		—			—			(7,009	)		4,685			(7,858	)
Proceeds from asset dispositions		14			1			—		—			—			1,565			(14	)		1,566
Net purchases of short-term investments		—			—			—		—			—			597			—			597
Long-term advances/loans—related parties		—			—			—		—			—			(2,900	)		2,906			6
Collection of advances/loans—related parties		—			102			—		—			—			28			(82	)		48
Other		—			4			—		—			—			16			—			20
Net cash used in continuing investing activities		(303	)		(5,110	)		—		—			—			(7,703	)		7,495			(5,621	)
Net cash provided by (used in) discontinued operations		—			(232	)		—		—			—			8,028			(8,100	)		(304	)
Net Cash Provided by (Used in) Investing Activities		(303	)		(5,342	)		—		—			—			325			(605	)		(5,925	)
Cash Flows From Financing Activities
Issuance of debt		831			3,000			—		—			—			6			(3,006	)		831
Repayment of debt		—			(8,215	)		—		—			—			(113	)		8,281			(47	)
Special cash distribution from Phillips 66		7,818			—			—		—			—			—			—			7,818
Change in restricted cash		(5,000	)		—			—		—			—			—			—			(5,000	)
Issuance of company common stock		45			—			—		—			—			—			—			45
Repurchase of company common stock		(4,949	)		—			—		—			—			—			—			(4,949	)
Dividends paid on common stock		(1,661	)		—			—		—			—			(4,082	)		4,082			(1,661	)
Other		(2	)		41			—		—			—			(408	)		—			(369	)
Net cash used in continuing financing activities		(2,918	)		(5,174	)		—		—			—			(4,597	)		9,357			(3,332	)
Net cash used in discontinued operations		—			(227	)		—		—			—			(2,578	)		786			(2,019	)
Net Cash Used in Financing Activities		(2,918	)		(5,401	)		—		—			—			(7,175	)		10,143			(5,351	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(7	)		—		—			—			15			—			8
Net Change in Cash and Cash Equivalents		—			(2,016	)		2		7			—			(2,729	)		—			(4,736	)
Cash and cash equivalents at beginning of period		—			2,028			1		37			1			3,713			—			5,780
Cash and Cash Equivalents at End of Period	$	—			12			3		44			1			984			—			1,044
Statement of Cash Flows	Six Months Ended June 30, 2011
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$	6,548			(1,033	)		2		6			(6	)		3,671			(2,835	)		6,353
Net cash provided by (used in) discontinued operations		—			(162	)		—		—			—			2,031			(1	)		1,868
Net Cash Provided by (Used in) Operating Activities		6,548			(1,195	)		2		6			(6	)		5,702			(2,836	)		8,221
Cash Flows From Investing Activities
Capital expenditures and investments		—			(512	)		—		—			—			(4,877	)		(1	)		(5,390	)
Proceeds from asset dispositions		—			321			—		—			—			1,542			—			1,863
Net purchases of short-term investments					—			—		—			—			(1,594	)		—			(1,594	)
Long-term advances/loans—related parties		—			(14	)		—		(4	)		—			(2,077	)		2,092			(3	)
Collection of advances/loans—related parties		—			311			—		—			—			1,476			(1,737	)		50
Other		—			5			—		—			—			25			2			32
Net cash provided by (used in) continuing investing activities		—			111			—		(4	)		—			(5,505	)		356			(5,042	)
Net cash provided by (used in) discontinued operations		—			158			—		—			—			(10	)		—			148
Net Cash Provided by (Used in) Investing Activities		—			269			—		(4	)		—			(5,515	)		356			(4,894	)
Cash Flows From Financing Activities
Issuance of debt		—			2,073			—		—			4			15			(2,092	)		—
Repayment of debt		—			(1,805	)		—		—			—			(318	)		1,745			(378	)
Issuance of company common stock		99			—			—		—			—			—			—			99
Repurchase of company common stock		(4,785	)		—			—		—			—			—			—			(4,785	)
Dividends paid on common stock		(1,861	)		—			—		—			—			(2,553	)		2,553			(1,861	)
Other		(1	)		45			—		—			—			(401	)		—			(357	)
Net cash provided by (used in) continuing financing activities		(6,548	)		313			—		—			4			(3,257	)		2,206			(7,282	)
Net cash provided by (used in) discontinued operations		—			—			—		—			—			(288	)		274			(14	)
Net Cash Provided by (Used in) Financing Activities		(6,548	)		313			—		—			4			(3,545	)		2,480			(7,296	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(10	)		—		—			—			30			—			20
Net Change in Cash and Cash Equivalents		—			(623	)		2		2			(2	)		(3,328	)		—			(3,949	)
Cash and cash equivalents at beginning of period		—			718			—		29			4			8,703			—			9,454
Cash and Cash Equivalents at End of Period	$	—			95			2		31			2			5,375			—			5,505

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Income Taxes

Note 21—Income Taxes

Our effective tax rate from continuing operations for the second quarter of 2012 was 57 percent compared with 49 percent for the second quarter of 2011. The increase was primarily due to a larger proportion of income in higher tax rate jurisdictions in 2012.

Our effective tax rate from continuing operations for the first six months of 2012 was 53 percent compared with 50 percent for the first six months of 2011. The increase was primarily due to a larger proportion of income in higher tax rate jurisdictions and asset impairments in 2012, partially offset by gains on asset dispositions in 2012.

For both the second quarter and the first six months of 2012, the effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

In the United Kingdom, legislation was enacted on July 17, 2012, restricting corporate tax relief on decommissioning costs to 50 percent, retroactively effective from March 21, 2012. We anticipate our third quarter 2012 earnings will be reduced by approximately $175 million due to the remeasurement of deferred tax balances.

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Contingencies and Commitments (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Contingencies and Commitments (Textual) [Abstract]
Total environmental accrual included in balance sheet	$ 440	$ 922
Expected years to incur the majority of expenditures	30 years
Performance obligations secured by letters of credit	$ 1,035

XML

Variable Interest Entities (VIEs) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 ft3	Dec. 31, 2011
Freeport GP [Member]
Variable Interest Entities (VIEs) (Textual) [Abstract]
Percentage share of the remaining contracted volumes	50.00%
Freeport LNG [Member]
Variable Interest Entities (VIEs) (Textual) [Abstract]
Long-term agreement with Freeport LNG to use LNG regasification capacity, cubic feet per day	900,000,000
Loan balance outstanding	$ 592	$ 612

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Separation of Downstream Business (Tables)

6 Months Ended

Jun. 30, 2012

Separation of Downstream Business [Abstract]

The carrying value of the major categories of assets and liabilities

	Millions of Dollars
Assets
Cash and cash equivalents	$	3,603
Accounts and notes receivable		7,295
Accounts and notes receivable—related parties		1,501
Inventories		5,017
Prepaid expenses and other current assets		996
Total current assets of discontinued operations		18,412
Investments and long-term receivables		10,826
Loans and advances—related parties		1
Net properties, plants and equipment		15,258
Goodwill		3,330
Intangibles		730
Other assets		95
Total assets of discontinued operations	$	48,652
Liabilities
Accounts payable	$	12,064
Accounts payable—related parties		938
Short-term debt		7,814
Accrued income and other taxes		493
Employee benefit obligations		219
Other accruals		952
Total current liabilities of discontinued operations		22,480
Long-term debt		175
Asset retirement obligations and accrued environmental costs		771
Deferred income taxes		4,990
Employee benefit obligations		1,138
Other liabilities and deferred credits		426
Total liabilities of discontinued operations	$	29,980

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Sales and other operating revenues from discontinued operations	$	16,609		52,591		62,107		97,364
Income from discontinued operations before-tax	$	782		1,678		1,790		2,733
Income tax expense		248		559		542		889
Income from discontinued operations	$	534		1,119		1,248		1,844

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

	Millions of Dollars
	June 30 2012		December 31 2011
Crude oil and petroleum products	$	483		3,633
Materials, supplies and other		695		998
	$	1,178		4,631

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Basis of Presentation

6 Months Ended

Jun. 30, 2012

Basis of Presentation [Abstract]

Basis of Presentation

Note 1—Basis of Presentation

The interim-period financial information presented in the financial statements included in this report is unaudited and, in the opinion of management, includes all known accruals and adjustments necessary for a fair presentation of the consolidated financial position of ConocoPhillips and its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature unless otherwise disclosed. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2011 Annual Report on Form 10-K.

The results of operations for our refining, marketing and transportation businesses; most of our Midstream segment; our Chemicals segment; and our power generation and certain technology operations included in our Emerging Businesses segment (collectively, our “Downstream business”), have been classified as discontinued operations for all periods presented. See Note 2—Separation of Downstream Business, for additional information. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to our continuing operations.

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Impairments (Tables)

6 Months Ended

Jun. 30, 2012

Impairments [Abstract]

Impairment Charges by Segment Before Tax

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Canada	$	—		—		213		—
Europe		78		—		79		—
Asia Pacific and Middle East		4		—		4		—
	$	82		—		296		—

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Segment Disclosures and Related Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Disclosures and Related Information [Abstract]

Analysis of Results by Operating Segment

	Millions of Dollars
	Three Months Ended June  30						Six Months Ended June  30
	2012			2011			2012			2011
Sales and Other Operating Revenues
Alaska	$	2,393			2,632			5,130			4,917
Lower 48 and Latin America		4,172			5,977			9,303			11,625
Intersegment eliminations		(41	)		(78	)		(156	)		(164	)
Lower 48 and Latin America		4,131			5,899			9,147			11,461
Canada		1,074			1,509			2,292			3,086
Intersegment eliminations		(77	)		(233	)		(213	)		(528	)
Canada		997			1,276			2,079			2,558
Europe		3,926			4,565			7,528			8,379
Intersegment eliminations		—			—			(72	)		(50	)
Europe		3,926			4,565			7,456			8,329
Asia Pacific and Middle East		1,634			2,330			3,530			4,579
Other International		895			440			1,596			1,043
LUKOIL Investment		—			—			—			—
Corporate and Other		12			34			34			69
Consolidated sales and other operating revenues	$	13,988			17,176			28,972			32,956
Net Income Attributable to ConocoPhillips
Alaska	$	551			492			1,171			1,056
Lower 48 and Latin America		119			337			374			662
Canada		(94	)		101			(643	)		128
Europe		669			533			1,058			999
Asia Pacific and Middle East		772			956			2,510			1,819
Other International		(19	)		79			67			198
LUKOIL Investment		—			—			—			239
Corporate and Other		(265	)		(214	)		(579	)		(513	)
Discontinued operations		534			1,118			1,246			1,842
Consolidated net income attributable to ConocoPhillips	$	2,267			3,402			5,204			6,430

	Millions of Dollars
		June 30 2012	December 31 2011
Total Assets
Alaska	$	11,002	10,723
Lower 48 and Latin America		27,413	25,872
Canada		20,982	20,847
Europe		13,035	12,452
Asia Pacific and Middle East		23,328	22,374
Other International		9,775	9,070
LUKOIL Investment		—	—
Corporate and Other		8,473	8,485
Discontinued operations		—	43,407
Consolidated total assets	$	114,008	153,230

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Noncontrolling Interests (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended											6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012		Jun. 30, 2011	Jun. 30, 2012 Changes due to OCI [Member]	Jun. 30, 2011 Changes due to OCI [Member]	Jun. 30, 2012 Noncontrolling Interest [Member]		Jun. 30, 2011 Noncontrolling Interest [Member]	Jun. 30, 2012 Common Stockholders' Equity [Member]	Dec. 31, 2011 Common Stockholders' Equity [Member]		Jun. 30, 2012 Parent [Member] Common Stockholders' Equity [Member]	Jun. 30, 2011 Parent [Member] Common Stockholders' Equity [Member]	Jun. 30, 2012 Parent [Member] Common Stockholders' Equity [Member] Changes due to OCI [Member]	Jun. 30, 2011 Parent [Member] Common Stockholders' Equity [Member] Changes due to OCI [Member]
Activity for equity attributable to noncontrolling interests
Beginning Balance			$ 65,749	[1]	$ 69,124			$ 510	[1]	$ 547	$ 18	$ 17	[1]	$ 65,239	$ 68,577
Net Income	2,289	3,419	5,244		6,461			40		31				5,204	6,430
Dividends paid on company common stock			(1,661)		(1,861)									(1,661)	(1,861)
Repurchase of company common stock			(4,949)		(4,785)									(4,949)	(4,785)
Distributions to noncontrolling interests and other			(47)		(59)			(47)		(59)
Separation of Downstream business			(18,672)					(31)						(18,641)
Other changes, net			(19)			779	1,713									779	1,713
Ending Balance	$ 46,443	$ 70,593	$ 46,443		$ 70,593			$ 472		$ 519	$ 18	$ 17	[1]	$ 45,971	$ 70,074

[1] Certain amounts have been restated to reflect a prior period adjustment.

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Segment Disclosures and Related Information (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	$ 2,267		$ 3,402	$ 5,204	$ 6,430
Total Assets
Assets	114,008			114,008		153,230	[1]
Alaska [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	551		492	1,171	1,056
Total Assets
Assets	11,002			11,002		10,723
Lower 48 and Latin America [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	119		337	374	662
Total Assets
Assets	27,413			27,413		25,872
Canada [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	(94)		101	(643)	128
Total Assets
Assets	20,982			20,982		20,847
Europe [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	669		533	1,058	999
Total Assets
Assets	13,035			13,035		12,452
Asia Pacific and Middle East [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	772		956	2,510	1,819
Total Assets
Assets	23,328			23,328		22,374
Other International [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	(19)	[2]	79	67	198
Total Assets
Assets	9,775			9,775		9,070
LUKOIL Investment [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips					239
Total Assets
Assets
Corporate and Other [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	(265)		(214)	(579)	(513)
Total Assets
Assets	8,473			8,473		8,485
Discontinued operations [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	534		1,118	1,246	1,842
Total Assets
Assets						$ 43,407

[1] Certain amounts have been restated to reflect a prior period adjustment.

[2] Available-for-sale securities of LUKOIL.

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Consolidated Income Statement (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues and Other Income
Sales and other operating revenues	$ 13,988	$ 17,176	$ 28,972	$ 32,956
Equity in earnings of affiliates	529	375	1,015	701
Gain on dispositions	583	35	1,523	648
Other income	66	82	126	166
Total Revenues and Other Income	15,166	17,668	31,636	34,471
Costs and Expenses
Purchased commodities	5,758	7,681	11,878	14,639
Production and operating expenses	1,883	1,595	3,521	3,174
Selling, general and administrative expenses	235	203	562	451
Exploration expenses	270	264	949	440
Depreciation, depletion and amortization	1,626	1,846	3,249	3,694
Impairments	82		296
Taxes other than income taxes	906	1,198	2,007	2,082
Accretion on discounted liabilities	105	107	212	212
Interest and debt expense	197	242	387	499
Foreign currency transaction (gains) losses	15	18	19	25
Total Costs and Expenses	11,077	13,154	23,080	25,216
Income from continuing operations before income taxes	4,089	4,514	8,556	9,255
Provision for income taxes	2,334	2,214	4,560	4,638
Income From Continuing Operations	1,755	2,300	3,996	4,617
Income from discontinued operations	534	1,119	1,248	1,844
Net income	2,289	3,419	5,244	6,461
Less: net income attributable to noncontrolling interests	(22)	(17)	(40)	(31)
Net Income Attributable to ConocoPhillips	$ 2,267	$ 3,402	$ 5,204	$ 6,430
Basic
Continuing operations	$ 1.39	$ 1.63	$ 3.13	$ 3.24
Discontinued operations	$ 0.43	$ 0.80	$ 0.98	$ 1.30
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$ 1.82	$ 2.43	$ 4.11	$ 4.54
Diluted
Continuing operations	$ 1.38	$ 1.62	$ 3.10	$ 3.21
Discontinued operations	$ 0.42	$ 0.79	$ 0.98	$ 1.29
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$ 1.80	$ 2.41	$ 4.08	$ 4.50
Dividends Paid Per Share of Common Stock (dollars)	$ 0.66	$ 0.66	$ 1.32	$ 1.32
Average Common Shares Outstanding (in thousands)
Basic	1,248,300	1,399,473	1,265,896	1,415,788
Diluted	1,258,189	1,412,147	1,275,667	1,428,760

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventories
Crude oil and petroleum products	$ 483	$ 3,633
Materials, supplies and other	695	998
Total Inventories	1,178	4,631	[1]
Inventories (Textual) [Abstract]
Inventories valued on the LIFO basis	315	3,387
Excess of current replacement cost over LIFO cost of inventories	$ 100	$ 8,400

[1] Certain amounts have been restated to reflect a prior period adjustment.

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Consolidated Statement of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Cash Flows From Operating Activities
Net Income	$ 5,244		$ 6,461
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization	3,249		3,694
Impairments	296
Dry hole costs and leasehold impairments	634		139
Accretion on discounted liabilities	212		212
Deferred taxes	447		(41)
Undistributed equity earnings	(251)		(285)
Gain on dispositions	(1,523)		(648)
Income from discontinued operations	(1,248)		(1,844)
Other	(100)		(140)
Working capital adjustments
Decrease (increase) in accounts and notes receivable	(384)		(806)
Decrease (increase) in inventories	31		93
Decrease (increase) in prepaid expenses and other current assets	254		(323)
Increase (decrease) in accounts payable	52		547
Increase (decrease) in taxes and other accruals	(545)		(706)
Net cash provided by continuing operating activities	6,368		6,353
Net cash provided by discontinued operations	164		1,868
Net Cash Provided by Operating Activities	6,532		8,221
Cash Flows From Investing Activities
Capital expenditures and investments	(7,858)		(5,390)
Proceeds from asset dispositions	1,566		1,863
Net sales (purchases) of short-term investments	597		(1,594)
Long-term advances/loans-related parties	6		(3)
Collection of advances/loans-related parties	48		50
Other	20		32
Net cash used in continuing investing activities	(5,621)		(5,042)
Net cash provided by (used in) discontinued operations	(304)		148
Net Cash Used in Investing Activities	(5,925)		(4,894)
Cash Flows From Financing Activities
Issuance of debt	831
Repayment of debt	(47)		(378)
Special cash distribution from Phillips 66	7,818
Change in restricted cash	(5,000)
Issuance of company common stock	45		99
Repurchase of company common stock	(4,949)		(4,785)
Dividends paid on company common stock	(1,661)		(1,861)
Other	(369)		(357)
Net cash used in continuing financing activities	(3,332)		(7,282)
Net cash used in discontinued operations	(2,019)		(14)
Net Cash Used in Financing Activities	(5,351)		(7,296)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	8	[1]	20
Net Change in Cash and Cash Equivalents	(4,736)		(3,949)
Cash and cash equivalents at beginning of period	5,780	[2]	9,454
Cash and Cash Equivalents at End of Period	$ 1,044		$ 5,505

[1] Available-for-sale securities of LUKOIL.

[2] Certain amounts have been restated to reflect a prior period adjustment.

XML

Derivative and Financial Instruments (Details 2)	Jun. 30, 2012 Billion_of_Cubic_Feet	Dec. 31, 2011 Billion_of_Cubic_Feet
Natural gas and power, Basis [Member]
Net exposures from outstanding commodity derivative contracts
Open Position Long (Short)	200,000,000,000	(25,000,000,000)
Commodity derivative [Member] | Crude oil, refined products and natural gas liquids [Member]
Net exposures from outstanding commodity derivative contracts
Open Position Long (Short)	(1,000,000)	(13,000,000)
Commodity derivative [Member] | Natural gas and power, Fixed price [Member]
Net exposures from outstanding commodity derivative contracts
Open Position Long (Short)	(32,000,000,000)	(57,000,000,000)

XML

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Measurement [Abstract]

Assets and liabilities accounted for at fair value on a recurring basis

	Millions of Dollars
	June 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Deferred compensation investments	$	304		—		—		304		336		—		—		336
Commodity derivatives		2,028		1,336		40		3,404		2,807		1,947		72		4,826
Total assets	$	2,332		1,336		40		3,708		3,143		1,947		72		5,162
Liabilities
Commodity derivatives	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702
Total liabilities	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702

Commodity derivative and financial instruments

	Millions of Dollars
	Carrying Amount				Fair Value
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Financial assets
Deferred compensation investments	$	304		336		304		336
Commodity derivatives		489		814		489		814
Total loans and advances—related parties		1,741		1,793		1,941		1,994
Financial liabilities
Total debt, excluding capital leases		22,992		22,592		27,667		27,065
Total joint venture acquisition obligation		3,953		4,314		4,394		4,820
Commodity derivatives		332		446		332		446

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Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012		Jun. 30, 2011
Accumulated other comprehensive income in the equity section of the balance sheet included
Defined Benefit Plans, Beginning Balance			$ (1,971)
Net Unrealized Gain on Securities, Beginning Balance
Foreign Currency Translation, Beginning Balance			5,223
Hedging, Beginning Balance			(6)
Accumulated Other Comprehensive Income, Beginning Balance			3,246	[1]
Defined Benefit Plans	25	38	76		75
Net Unrealized Gain on Securities	1		1		(158)
Foreign Currency Translation	(500)	540	334		1,434
Hedging	5		6		1
Other Comprehensive Income, Net of Tax	(469)	578	417		1,352
Defined Benefit Plans, Separation of Downstream Business			683
Net Unrealized Gain on Securities, Separation of Downstream Business
Foreign Currency Translation, Separation of Downstream Business			(469)
Hedging, Separation of Downstream Business
Other Comprehensive Income, Net of Tax, Separation of Downstream Business			214
Defined Benefit Plans, Ending Balance	(1,212)		(1,212)
Net Unrealized Gain on Securities, Ending Balance	1		1
Foreign Currency Translation, Ending Balance	5,088		5,088
Hedging, Ending Balance
Accumulated Other Comprehensive Income, Ending Balance	$ 3,877		$ 3,877

[1] Certain amounts have been restated to reflect a prior period adjustment.

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Fair Value Measurement

6 Months Ended

Jun. 30, 2012

Fair Value Measurement [Abstract]

Fair Value Measurement

Note 15—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value that are measured at a reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the following hierarchy:

• Level 1: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are directly or indirectly observable.

• Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. Transfers occur at the end of the reporting period. There were no material transfers in or out of Level 1.

Recurring Fair Value Measurement

Financial assets and liabilities reported at fair value on a recurring basis primarily include derivative instruments and certain investments to support nonqualified deferred compensation plans. The deferred compensation investments are measured at fair value using unadjusted prices available from national securities exchanges; therefore, these assets are categorized as Level 1 in the fair value hierarchy. Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange. Level 2 derivative assets and liabilities primarily represent OTC swaps, options and forward purchase and sale contracts that are valued using adjusted exchange prices, prices provided by brokers or pricing service companies that are all corroborated by market data. Level 3 derivative assets and liabilities consist of OTC swaps, options and forward purchase and sale contracts that are long term in nature and where a significant portion of fair value is calculated from underlying market data that is not readily available. The derived value uses industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value. As reflected in the table below, Level 3 activity was not material.

The following table summarizes the fair value hierarchy for gross financial assets and liabilities (i.e., unadjusted where the right of setoff exists for commodity derivatives accounted for at fair value on a recurring basis):

	Millions of Dollars
	June 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Deferred compensation investments	$	304		—		—		304		336		—		—		336
Commodity derivatives		2,028		1,336		40		3,404		2,807		1,947		72		4,826
Total assets	$	2,332		1,336		40		3,708		3,143		1,947		72		5,162
Liabilities
Commodity derivatives	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702
Total liabilities	$	2,157		1,258		6		3,421		2,970		1,722		10		4,702

Non-Recurring Fair Value Measurement

There were no significant non-recurring fair value measurements as of June 30, 2012.

Reported Fair Value of Financial Instruments

The following are the valuation techniques and methods used to estimate the fair value of financial assets and liabilities reported on the balance sheet:

• Cash and cash equivalents, restricted cash and short-term investments: The carrying amount reported on the balance sheet approximates fair value.

• Accounts and notes receivable (including long-term and related parties): The carrying amount reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of fixed-rate related party loans is consistent with Loans and advances—related parties.

• Loans and advances—related parties: The carrying amount of floating-rate loans approximates fair value. The fair value of fixed-rate loan activity is measured using market observable data and is categorized as Level 2 in the fair value hierarchy. See Note 6—Investments, Loans and Long-Term Receivables, for additional information.

• Accounts payable (including related parties) and floating-rate debt: The carrying amount of accounts payable and floating-rate debt reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of the joint venture acquisition obligation is consistent with the methodology below.

• Fixed-rate debt: The estimated fair value of fixed-rate debt is measured using prices available from a pricing service that is corroborated by market data; therefore, these liabilities are categorized as Level 2 in the fair value hierarchy.

• Joint venture acquisition obligation—related party: Fair value is estimated based on the net present value of the future cash flows as a Level 2 fair value, discounted at June 30, 2012, and December 31, 2011, effective yield rates of 1.04 percent and 1.24 percent, respectively, based on yields of U.S. Treasury securities of similar average duration adjusted for our average credit risk spread and the amortizing nature of the obligation principal. See Note 10—Joint Venture Acquisition Obligation, for additional information.

The following table summarizes the net fair value of financial instruments (i.e., adjusted where the right of setoff exists for commodity derivatives):

	Millions of Dollars
	Carrying Amount				Fair Value
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Financial assets
Deferred compensation investments	$	304		336		304		336
Commodity derivatives		489		814		489		814
Total loans and advances—related parties		1,741		1,793		1,941		1,994
Financial liabilities
Total debt, excluding capital leases		22,992		22,592		27,667		27,065
Total joint venture acquisition obligation		3,953		4,314		4,394		4,820
Commodity derivatives		332		446		332		446

At June 30, 2012, commodity derivative assets and liabilities appear net of $28 million of obligations to return cash collateral and $202 million of rights to reclaim cash collateral, respectively. At December 31, 2011, commodity derivative assets and liabilities appear net of no obligations to return cash collateral and $244 million of rights to reclaim cash collateral.

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2012

Accumulated Other Comprehensive Income [Abstract]

Accumulated other comprehensive income in the equity section of the balance sheet included

	Millions of Dollars
	Defined Benefit Plans			Net Unrealized Gain on Securities		Foreign Currency Translation			Hedging			Accumulated Other Comprehensive Income
December 31, 2011*	$	(1,971	)		—		5,223			(6	)		3,246
Other comprehensive income		76			1		334			6			417
Separation of Downstream business		683			—		(469	)		—			214
June 30, 2012	$	(1,212	)		1		5,088			—			3,877

*The beginning balance of retained earnings has been restated primarily to reflect certain intercompany loans as permanently invested in 2004 and prior periods, which resulted in a $160 million increase in Foreign Currency Translation and Accumulated Other Comprehensive Income, a $15 million decrease to Total Liabilities, and a $145 million reduction in Retained Earnings. The impact on net income and earnings per share was deminimis for the three- and six-month periods ended June 30, 2012 and 2011.

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Cash Flow Information

6 Months Ended

Jun. 30, 2012

Cash Flow Information [Abstract]

Cash Flow Information

Note 17—Cash Flow Information

	Millions of Dollars
	Six Months Ended June 30
	2012			2011
Cash Payments
Interest	$	383			488
Income taxes		4,696			5,348
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(497	)		(4,562	)
Short-term investments sold		1,094			2,968
	$	597			(1,594	)

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
U.S. (Pension Benefits) [Member]
Components of Net Periodic Benefit Cost
Service cost	$ 42	$ 49	$ 100	$ 113
Interest cost	48	61	111	123
Expected return on plan assets	(56)	(70)	(130)	(140)
Amortization of prior service cost	2	3	4	5
Recognized net actuarial (gain) loss	45	41	104	82
Net periodic benefit cost	81	84	189	183
Int'l (Pension Benefits) [Member]
Components of Net Periodic Benefit Cost
Service cost	22	25	50	49
Interest cost	38	44	81	88
Expected return on plan assets	(40)	(44)	(83)	(87)
Amortization of prior service cost	(2)		(4)
Recognized net actuarial (gain) loss	15	12	33	23
Net periodic benefit cost	33	37	77	73
Other Benefits [Member]
Components of Net Periodic Benefit Cost
Service cost	2	2	4	5
Interest cost	8	11	18	21
Amortization of prior service cost	(1)	(2)	(2)	(4)
Recognized net actuarial (gain) loss		(2)	(1)	(3)
Net periodic benefit cost	$ 9	$ 9	$ 19	$ 19

XML

Consolidated Statement of Changes in Equity (USD $) In Millions		Total	Par Value	Capital in Excess of Par	Treasury Stock	Accum. Other Comprehensive Income (Loss)	Unearned Employee Compensation	Retained Earnings	Noncontrolling Interests
Beginning Balance at Dec. 31, 2010		$ 69,124							$ 547
Net Income		6,461							31
Other comprehensive income (loss)		1,352
Distributions to noncontrolling interests and other		(59)							(59)
Ending Balance at Jun. 30, 2011		70,593							519
Beginning Balance at Dec. 31, 2011	[1]	65,749	17	44,725	(31,787)	3,246	(11)	49,049	510
Net Income		5,244						5,204	40
Other comprehensive income (loss)		417				417
Cash dividends paid on company common stock		(1,661)						(1,661)
Repurchase of company common stock		(4,949)			(4,949)
Distributions to noncontrolling interests and other		(47)							(47)
Distributed under benefit plans		332	1	291	40
Recognition of unearned compensation		11					11
Separation of Downstream business		(18,672)				214		(18,855)	(31)
Other		19						19
Ending Balance at Jun. 30, 2012		$ 46,443	$ 18	$ 45,016	$ (36,696)	$ 3,877	$ 0	$ 33,756	$ 472

[1] Certain amounts have been restated to reflect a prior period adjustment.

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Consolidated Statement of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Consolidated Statement of Comprehensive Income [Abstract]
Net Income	$ 2,289		$ 3,419		$ 5,244		$ 6,461
Defined benefit plans
Prior service cost arising during the period
Reclassification adjustment for amortization of prior service cost (credit) included in net income	(1)		1		(2)		1
Net change	(1)		1		(2)		1
Net actuarial loss arising during the period	(38)				(38)		0
Reclassification adjustment for amortization of prior net losses included in net income	60		52		138		103
Net change	22		52		100		103
Nonsponsored plans	2	[1]	5	[1]	5	[1]	11	[1]
Income taxes on defined benefit plans	2		(20)		(27)		(40)
Defined benefit plans, net of tax	25		38		76		75
Unrealized holding gain on securities	1				1		8	[2]
Reclassification adjustment for gain included in net income							(255)
Income taxes on unrealized holding gain on securities							89
Unrealized gain on securities, net of tax	1				1		(158)
Foreign currency translation adjustments	(513)		549		339		1,463
Reclassification adjustment for gain included in net income					1
Income taxes on foreign currency translation adjustments	13		(9)		(6)		(29)
Foreign currency translation adjustments, net of tax	(500)		540		334		1,434
Hedging activities	5				6		1
Income taxes on hedging activities
Hedging activities, net of tax	5				6		1
Other Comprehensive Income (Loss), Net of Tax	(469)		578		417		1,352
Comprehensive Income	1,820		3,997		5,661		7,813
Less: comprehensive income attributable to noncontrolling interests	(22)		(17)		(40)		(31)
Comprehensive Income Attributable to ConocoPhillips	$ 1,798		$ 3,980		$ 5,621		$ 7,782

[1] Plans for which ConocoPhillips is not the primary obligor-primarily those administered by equity affiliates.

[2] Available-for-sale securities of LUKOIL.

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Joint Venture Acquisition Obligation

6 Months Ended

Jun. 30, 2012

Investments, Loans and Long-Term Receivables [Abstract]

Joint Venture Acquisition Obligation

Note 10—Joint Venture Acquisition Obligation

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL Partnership. Quarterly principal and interest payments of $237 million began in the second quarter of 2007, and will continue until the balance is paid. Of the principal obligation amount, approximately $752 million was short-term and was included in the “Accounts payable—related parties” line on our June 30, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $361 million in the first six months of 2012, is included in the “Other” line in the financing activities section on our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	CONOCOPHILLIPS
Entity Central Index Key	0001163165
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	1,214,549,390

XML

Noncontrolling Interests

6 Months Ended

Jun. 30, 2012

Noncontrolling Interests [Abstract]

Noncontrolling Interests

Note 11—Noncontrolling Interests

Activity attributable to common stockholders’ equity and noncontrolling interests for the first six months of 2012 and 2011 was as follows:

	Millions of Dollars
	2012									2011
	Common Stockholders’ Equity			Non- Controlling Interest			Total Equity			Common Stockholders’ Equity*			Non- Controlling Interest			Total Equity*
Balance at January 1	$	65,239			510			65,749			68,577			547			69,124
Net income		5,204			40			5,244			6,430			31			6,461
Dividends		(1,661	)		—			(1,661	)		(1,861	)		—			(1,861	)
Repurchase of company common stock		(4,949	)		—			(4,949	)		(4,785	)		—			(4,785	)
Distributions to noncontrolling interests		—			(47	)		(47	)		—			(59	)		(59	)
Separation of Downstream business		(18,641	)		(31	)		(18,672	)		—			—			—
Other changes, net**		779			—			779			1,713			—			1,713
Balance at June 30	$	45,971			472			46,443			70,074			519			70,593

*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income.

**Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

Income from continuing operations and discontinued operations attributable to ConocoPhillips for the three- and six-month periods of 2012 and 2011 were as follows:

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Income from continuing operations	$	1,733	2,284		3,958	4,588
Income from discontinued operations		534	1,118		1,246	1,842
Net Income	$	2,267	3,402		5,204	6,430

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Consolidated Balance Sheet (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 1,044	$ 5,780	[1]
Short-term investments		581	[1],[2]
Restricted cash	5,000
Accounts and notes receivable (net of allowance of $23 million in 2012 and $30 million in 2011)	7,550	14,648	[1]
Accounts and notes receivable-related parties	169	1,878	[1]
Inventories	1,178	4,631	[1]
Prepaid expenses and other current assets	1,971	2,700	[1]
Total Current Assets	16,912	30,218	[1]
Investments and long-term receivables	23,372	32,108	[1]
Loans and advances-related parties	1,597	1,675	[1]
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $57,220 million in 2012 and $65,029 million in 2011)	71,227	84,180	[1]
Goodwill		3,332	[1]
Intangibles	11	745	[1]
Other assets	889	972	[1]
Total Assets	114,008	153,230	[1]
Liabilities
Accounts payable	8,243	17,973	[1]
Accounts payable-related parties	853	1,680	[1]
Short-term debt	4,179	1,013	[1]
Accrued income and other taxes	2,819	4,220	[1]
Employee benefit obligations	594	1,111	[1]
Other accruals	1,672	2,071	[1]
Total Current Liabilities	18,360	28,068	[1]
Long-term debt	18,829	21,610	[1]
Asset retirement obligations and accrued environmental costs	8,224	9,329	[1]
Joint venture acquisition obligation-related party	3,201	3,582	[1]
Deferred income taxes	13,598	18,040	[1],[2]
Employee benefit obligations	2,873	4,068	[1]
Other liabilities and deferred credits	2,480	2,784	[1]
Total Liabilities	67,565	87,481	[1]
Equity
Common stock (2,500,000,000 shares authorized at $.01 par value) Issued (2012 - 1,754,997,004 shares; 2011 - 1,749,550,587 shares) Par value	18	17	[1]
Capital in excess of par	45,016	44,725	[1]
Treasury stock (at cost: 2012 540,447,614 shares ; 2011 463,880,628 shares)	(36,696)	(31,787)	[1]
Accumulated other comprehensive income	3,877	3,246	[1]
Unearned employee compensation		(11)	[1]
Retained earnings	33,756	49,049	[1]
Total Common Stockholders' Equity	45,971	65,239	[1]
Noncontrolling interests	472	510	[1]
Total Equity	46,443	65,749	[1]
Total Liabilities and Equity	$ 114,008	$ 153,230	[1]

[1] Certain amounts have been restated to reflect a prior period adjustment.

[2] Includes marketable securities of: $0 for June 30, 2012 and $232 for December 31, 2011.

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Assets Held for Sale or Sold

6 Months Ended

Jun. 30, 2012

Assets Held for Sale or Sold [Abstract]

Assets Held for Sale or Sold

Note 5—Assets Held for Sale or Sold

In April 2012, we sold our interest in the Statfjord Field and associated satellites, all of which are located in the North Sea, and recognized a gain of $431 million before-tax which was included in the “Gain on dispositions” line of our consolidated income statement. At the time of disposition, the carrying value of our interest, which was included in the Europe segment, included $205 million of properties, plants and equipment (PP&E) and $445 million of asset retirement obligations.

In May 2012, we sold our interest in the North Sea Alba Field and recognized a gain of $155 million before-tax, which was included in the “Gain on dispositions” line on our consolidated income statement. At the time of the disposition, the carrying value of our interest, which was included in our Europe segment, included $160 million of PP&E and $86 million of asset retirement obligations.

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Inventories

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

Note 4—Inventories

Inventories consisted of the following:

	Millions of Dollars
	June 30 2012		December 31 2011
Crude oil and petroleum products	$	483		3,633
Materials, supplies and other		695		998
	$	1,178		4,631

Inventories valued on the last-in, first-out (LIFO) basis totaled $315 million and $3,387 million at June 30, 2012, and December 31, 2011, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $100 million and $8,400 million at June 30, 2012, and December 31, 2011, respectively.

A significant portion of our inventories at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information.

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Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2012

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

Note 16—Accumulated Other Comprehensive Income

Accumulated other comprehensive income in the equity section of the balance sheet included:

	Millions of Dollars
	Defined Benefit Plans			Net Unrealized Gain on Securities		Foreign Currency Translation			Hedging			Accumulated Other Comprehensive Income
December 31, 2011*	$	(1,971	)		—		5,223			(6	)		3,246
Other comprehensive income		76			1		334			6			417
Separation of Downstream business		683			—		(469	)		—			214
June 30, 2012	$	(1,212	)		1		5,088			—			3,877

*The beginning balance of retained earnings has been restated primarily to reflect certain intercompany loans as permanently invested in 2004 and prior periods, which resulted in a $160 million increase in Foreign Currency Translation and Accumulated Other Comprehensive Income, a $15 million decrease to Total Liabilities, and a $145 million reduction in Retained Earnings. The impact on net income and earnings per share was deminimis for the three- and six-month periods ended June 30, 2012 and 2011.

There were no items within accumulated other comprehensive income related to noncontrolling interests.

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Guarantees

6 Months Ended

Jun. 30, 2012

Guarantees [Abstract]

Guarantees

Note 12—Guarantees

At June 30, 2012, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability, at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.

Construction Completion Guarantee

At June 30, 2012, we have guaranteed the performance of APLNG with regard to a construction contract executed in connection with APLNG’s issuance of the Train 1 Notice to Proceed. Our maximum potential amount of future payments related to this guarantee is approximately $200 million at June 2012 exchange rates based on our 42.5 percent ownership in APLNG and would become payable if APLNG cancels the applicable construction contract and does not perform with respect to the amounts owed to the contractor. See below for additional guarantees of APLNG’s performance.

Guarantees of Joint Venture Debt

At June 30, 2012, we had guarantees outstanding for our portion of joint venture debt obligations, which have terms of up to 24 years. The maximum potential amount of future payments under the guarantees is approximately $60 million. Payment would be required if a joint venture defaults on its debt obligations.

Other Guarantees

• In conjunction with our purchase of a 50 percent ownership interest in APLNG from Origin Energy in October 2008, we agreed to participate, if and when requested, in any parent company guarantees that were outstanding at the time we purchased our interest in APLNG. These parent company guarantees cover the obligation of APLNG to deliver natural gas under several sales agreements with remaining terms of 4 to 19 years. Our maximum potential amount of future payments, or cost of volume delivery, under these guarantees is estimated to be $1,268 million ($2,836 million in the event of intentional or reckless breach) at June 2012 exchange rates based on our 42.5 percent share of the remaining contracted volumes, which could become payable if APLNG fails to meet its obligations under these agreements and the obligations cannot otherwise be mitigated. Future payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered if APLNG does not have enough natural gas to meet these sales commitments and if the co-venturers do not make necessary equity contributions into APLNG. Additionally, we have guaranteed the performance of APLNG with regard to certain contracts executed in connection with APLNG’s issuance of the Train 1 Notice to Proceed. Our maximum potential amount of future payments related to these guarantees is approximately $80 million at June 2012 exchange rates based on our 42.5 percent ownership in APLNG and would become payable if APLNG does not perform.

• We have other guarantees with maximum future potential payment amounts totaling approximately $330 million, which consist primarily of a guarantee to fund the short-term cash liquidity deficit of a joint venture, a guarantee of minimum charter revenue for an LNG vessel, one small construction completion guarantee, guarantees of the lease payment obligations of a joint venture, guarantees of the residual value of leased corporate aircraft, and guarantees of the performance of a business partner or some of its customers. These guarantees generally extend up to 12 years or life of the venture.

Indemnifications

Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these sales include indemnifications for taxes, environmental liabilities, permits and licenses, employee claims, real estate indemnity against tenant defaults, and litigation. The terms of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, the term is generally indefinite and the maximum amount of future payments is generally unlimited. The carrying amount recorded for these indemnifications at June 30, 2012, was approximately $80 million. We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information the liability is essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were approximately $60 million of environmental accruals for known contamination that are included in asset retirement obligations and accrued environmental costs at June 30, 2012. For additional information about environmental liabilities, see Note 13—Contingencies and Commitments.

In connection with the separation of the Downstream business, the Company entered into an Indemnification and Release Agreement with Phillips 66, see Note 2—Separation of Downstream Business. This agreement provides for cross-indemnities between Phillips 66 and ConocoPhillips and established procedures for handling claims subject to indemnification and related matters. We evaluated the impact of the indemnifications given and the Phillips 66 indemnifications received as of the separation date and concluded those fair values were immaterial.

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Impairments

6 Months Ended

Jun. 30, 2012

Impairments [Abstract]

Impairments

Note 8—Impairments

During the three- and six-month periods of 2012 and 2011, we recognized before-tax impairment charges within the following segments:

	Millions of Dollars
	Three Months Ended June  30				Six Months Ended June  30
	2012		2011		2012		2011
Canada	$	—		—		213		—
Europe		78		—		79		—
Asia Pacific and Middle East		4		—		4		—
	$	82		—		296		—

The three- and six-month periods of 2012 included a $78 million impairment in our Europe segment, primarily due to an increase in the asset retirement obligation for the Don Field in the United Kingdom, which has ceased production. Additionally, the six-month period of 2012 included a $213 million property impairment in our Canada segment for the carrying value of capitalized project development costs associated with our Mackenzie Gas Project. Advancement of the project was suspended indefinitely in the first quarter of 2012 due to a continued decline in market conditions and the lack of acceptable commercial terms. We also recorded a $481 million impairment for the undeveloped leasehold costs associated with the project, which was included in the “Exploration expenses” line on our consolidated income statement. See Note 20—Segment Disclosures and Related Information, for additional information on our segments.

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Derivative and Financial Instruments (Details 3) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011		Jun. 30, 2011	Dec. 31, 2010
Financial Instruments
Cash	$ 641	$ 1,169
Short-term investments		581	[1],[2]
Cash and cash equivalents	1,044	5,780	[1]	5,505	9,454
Time Deposits [Member] | Remaining maturities from 1 to 90 days [Member]
Financial Instruments
Cash & Cash Equivalents, Carrying Amount	403	4,318
Short-term Investments, Carrying Amount		349
Time Deposits [Member] | Remaining maturities from 91 to 180 days [Member]
Financial Instruments
Short-term Investments, Carrying Amount
Commercial Paper [Member] | Remaining maturities from 1 to 90 days [Member]
Financial Instruments
Short-term Investments, Carrying Amount		232
Cash & Cash Equivalents, Carrying Amount		$ 293

[1] Certain amounts have been restated to reflect a prior period adjustment.

[2] Includes marketable securities of: $0 for June 30, 2012 and $232 for December 31, 2011.

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Investments, Loans and Long-Term Receivables

6 Months Ended

Jun. 30, 2012

Investments, Loans and Long-Term Receivables [Abstract]

Investments, Loans and Long-Term Receivables

Note 6—Investments, Loans and Long-Term Receivables

Australia Pacific LNG

In January 2012, Australia Pacific LNG (APLNG) and China Petrochemical Corporation (Sinopec) signed an amendment to their existing LNG sales agreement for the sale and purchase of an additional 3.3 million tonnes of LNG per year through 2035. This agreement, in combination with the binding Heads of Agreement with Kansai Electric Power Co. Inc., signed in November 2011, finalized the marketing of the second train.

In July 2012, we sanctioned the development of the second 4.5-million-tonnes-per-year LNG production train for our APLNG coal seam gas to LNG project. In addition, APLNG signed project financing agreements during the second quarter of 2012, which are subject to certain conditions precedent. APLNG expects to begin drawing on the financing in the fourth quarter of 2012. LNG exports from the second train are expected to commence in early 2016 under binding sales agreements to Sinopec and Kansai. Upon sanctioning of the second train in July and in conjunction with the LNG sales agreement, Sinopec subscribed for additional shares in APLNG, which increased its equity interest from 15 percent to 25 percent. As a result, on July 12, 2012, both our ownership interest and Origin Energy’s ownership interest diluted from 42.5 percent to 37.5 percent. This reduction, along with project financing, lowers our future capital requirements to fund the APLNG Project. We expect to record a loss of approximately $135 million after-tax from the dilution in the third quarter of 2012.

Loans and Long-Term Receivables

As part of our normal ongoing business operations and consistent with industry practice, we enter into numerous agreements with other parties to pursue business opportunities. Included in such activity are loans made to certain affiliated and non-affiliated companies. Significant loans to affiliated companies at June 30, 2012, included the following:

• $592 million in loan financing to Freeport LNG.

• $1,131 million in project financing to Qatar Liquefied Gas Company Limited (3) (QG3).

The long-term portion of these loans is included in the “Loans and advances—related parties” line on our consolidated balance sheet, while the short-term portion is in “Accounts and notes receivable—related parties.”

Long-term receivables from non-affiliated companies are included in the “Investments and long-term receivables” line on our consolidated balance sheet, while the short-term portion related to non-affiliate loans is in “Accounts and notes receivable.”

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Suspended Wells

6 Months Ended

Jun. 30, 2012

Suspended Wells [Abstract]

Suspended Wells

Note 7—Suspended Wells

The capitalized cost of suspended wells at June 30, 2012, was $1,057 million, an increase of $20 million from $1,037 million at year-end 2011. For the category of exploratory well costs capitalized for a period greater than one year as of December 31, 2011, no wells were charged to dry hole expense during the first six months of 2012.

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Debt

6 Months Ended

Jun. 30, 2012

Debt [Abstract]

Debt

Note 9—Debt

In May 2012, we decreased our total revolving credit facilities from $8.0 billion to $7.5 billion by terminating all commitments under the $500 million credit facility which was due to expire in July 2012.

We have two commercial paper programs supported by our $7.5 billion revolving credit facility: the ConocoPhillips $6.35 billion program, primarily a funding source for short-term working capital needs, and the ConocoPhillips Qatar Funding Ltd. $1.15 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. Commercial paper maturities are generally limited to 90 days.

At both June 30, 2012, and December 31, 2011, we had no direct outstanding borrowings under our revolving credit facilities, with no letters of credit issued as of June 30, 2012, and $40 million as of December 31, 2011. In addition, under the two commercial paper programs, there was $1,929 million of commercial paper outstanding at June 30, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,929 million of commercial paper outstanding and had issued no letters of credit, we had access to $5.6 billion in borrowing capacity under our revolving credit facilities at June 30, 2012.

At June 30, 2012, we classified $1,011 million of short-term debt as long-term debt, based on our ability and intent to refinance the obligation on a long-term basis under our revolving credit facilities. In July 2012, irrevocable early redemption notices were issued for settlement with respect to $1.5 billion of outstanding bonds. Accordingly, those bonds with due dates beyond one year were classified as short-term debt on our consolidated balance sheet as of June 30, 2012. Upon settlement in the third quarter of 2012, a before-tax loss on the redemption of approximately $75 million is expected, consisting of a make-whole premium and unamortized issuance costs.

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Fair Value Measurement (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value Measurement (Textual) [Abstract]
Effective yield rate	1.04%	1.24%
Obligations to return cash collateral	$ 28
Rights to reclaim cash collateral	$ 202	$ 244

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Accumulated Other Comprehensive Income (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Accumulated Other Comprehensive Income (Textual) [Abstract]
Increase in foreign currency translation and accumulated other comprehensive income	$ 160
Decrease to liabilities	15
Reduction in Retained Earnings	$ 145

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Fair Value Measurement (Details 1) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011		Jun. 30, 2012 Carrying Amount [Member]	Jun. 30, 2011 Carrying Amount [Member]	Jun. 30, 2012 Fair Value [Member]	Jun. 30, 2011 Fair Value [Member]
Financial Assets
Deferred compensation investments				$ 304	$ 336	$ 304	$ 336
Commodity derivatives				489	814	489	814
Loans and advances-related parties	1,597	1,675	[1]	1,741	1,793	1,941	1,994
Financial Liabilities
Total debt, excluding capital leases, carrying amount				22,992	22,592
Total debt, excluding capital leases, fair value						27,667	27,065
Total joint venture acquisition obligation, carrying amount				3,953	4,314
Total joint venture acquisition obligation, fair value						4,394	4,820
Commodity derivatives				$ 332	$ 446	$ 332	$ 446

[1] Certain amounts have been restated to reflect a prior period adjustment.

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Derivative and Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Derivative and Financial Instruments [Abstract]

Fair value of derivative contracts and gains(losses) from derivative contracts

	Millions of Dollars
	June 30 2012		December 31 2011
Assets
Prepaid expenses and other current assets	$	3,074		4,433
Other assets		332		415
Liabilities
Other accruals		3,061		4,350
Other liabilities and deferred credits		362		374

	Millions of Dollars
	Three Months Ended June  30					Six Months Ended June  30
		2012		2011			2012		2011
Sales and other operating revenues	$	583		286			17		(131	)
Other income		1		—			(5	)	4
Purchased commodities		(619	)	(286	)		(58	)	130

Net exposures from outstanding commodity derivative contracts

	Open Position Long/(Short)
	June 30			December 31
		2012			2011
Commodity
Crude oil, refined products and natural gas liquids (millions of barrels)		(1	)		(13	)
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(32	)		(57	)
Basis		200			(25	)

Net carrying amount of held to maturity investments

	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents				Short-Term Investments
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Cash	$	641		1,169		—		—
Time Deposits
Remaining maturities from 1 to 90 days		403		4,318		—		349
Commercial Paper
Remaining maturities from 1 to 90 days		—		293		—		232
	$	1,044		5,780		—		581

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Debt (Details Textual) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 ConocoPhillips [Member]	Jun. 30, 2012 ConocoPhillips Qatar Funding Ltd. [Member]	May 31, 2012 Previous Revolving Credit Facilities [Member]	May 31, 2012 Expired Credit Facility [Member]
Additional One Debt (Textual) [Abstract]
Total amount under revolving credit facilities	$ 7,500,000,000	$ 7,500,000,000				$ 8,000,000,000	$ 500,000,000
ConocoPhillips Commercial Paper Program				6,350,000,000	1,150,000,000
Debt (Textual) [Abstract]
Maturity period of commercial paper (in days)	90 days
Direct outstanding borrowings under the revolving credit facilities	0	0	0
Letters of credit issued under revolving credit facilities	0	0	40,000,000
Commercial paper outstanding	1,929,000,000	1,929,000,000	1,128,000,000
Credit facilities remaining after commercial paper outstanding and issuance of letters of credit	5,600,000,000	5,600,000,000
Classification of short-term debt as long-term debt	1,011,000,000
Short-term debt		1,500,000,000
Net loss on redemption of outstanding bond		$ 75,000,000

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Derivative and Financial Instruments

6 Months Ended

Jun. 30, 2012

Derivative and Financial Instruments [Abstract]

Derivative and Financial Instruments

Note 14—Derivative and Financial Instruments

Derivative Instruments

We use derivative instruments to manage our exposure to cash flow variability from commodity price risk. We occasionally use derivatives to capture market opportunities based on our industry knowledge. Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and natural gas liquids.

Our derivative instruments are held at fair value on our consolidated balance sheet. Where these balances have the right of setoff, they are presented net. Related cash flows are recorded as operating activities on the consolidated statement of cash flows. On the consolidated income statement, realized and unrealized gains and losses are recognized either on a gross basis if directly related to our physical business or a net basis if held for trading. Gains and losses related to contracts that meet and are designated with the normal purchase normal sale exception are recognized upon settlement. We generally apply this exception to eligible crude contracts. We do not use hedge accounting for our commodity derivatives.

The following table presents the gross fair values of our commodity derivatives, excluding collateral, and the line items where they would appear on our consolidated balance sheet:

	Millions of Dollars
	June 30 2012		December 31 2011
Assets
Prepaid expenses and other current assets	$	3,074		4,433
Other assets		332		415
Liabilities
Other accruals		3,061		4,350
Other liabilities and deferred credits		362		374

The gains (losses) from commodity derivatives incurred, and the line items where they appear on our consolidated income statement were:

	Millions of Dollars
	Three Months Ended June  30					Six Months Ended June  30
		2012		2011			2012		2011
Sales and other operating revenues	$	583		286			17		(131	)
Other income		1		—			(5	)	4
Purchased commodities		(619	)	(286	)		(58	)	130

The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts.

	Open Position Long/(Short)
	June 30			December 31
		2012			2011
Commodity
Crude oil, refined products and natural gas liquids (millions of barrels)		(1	)		(13	)
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(32	)		(57	)
Basis		200			(25	)

Financial Instruments

We have certain financial instruments on the consolidated balance sheet related to interest bearing time deposits and commercial paper. These held-to-maturity financial instruments are included in “Cash and cash equivalents” on our consolidated balance sheet if the maturities at the time we made the investments were 90 days or less; otherwise, these investments are included in “Short-term investments” on our consolidated balance sheet. These balances consisted of the following:

	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents				Short-Term Investments
	June 30 2012		December 31 2011		June 30 2012		December 31 2011
Cash	$	641		1,169		—		—
Time Deposits
Remaining maturities from 1 to 90 days		403		4,318		—		349
Commercial Paper
Remaining maturities from 1 to 90 days		—		293		—		232
	$	1,044		5,780		—		581

In conjunction with the separation of our Downstream business, we received a special cash distribution from Phillips 66 of $7,818 million. See Note 2—Separation of Downstream Business, for additional information. At June 30, 2012, the unused amount of the special cash distribution was $5,000 million and is designated as “Restricted cash” on our consolidated balance sheet. At June 30, 2012, the funds in the restricted cash account were invested in U.S. Treasury Bills ($2,650 million), money market funds ($2,200 million) and cash ($150 million), all with maturities within 90 days from June 30, 2012.

Credit Risk

Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, over-the-counter (OTC) derivative contracts and trade receivables. Our cash equivalents and short-term investments are placed in high-quality commercial paper, money market funds, government debt securities and time deposits with major international banks and financial institutions.

The credit risk from our OTC derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction. Individual counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins or letters of credit when appropriate, thereby reducing the risk of significant nonperformance. We also use futures, swaps and option contracts that have a negligible credit risk because these trades are cleared with an exchange clearinghouse and subject to mandatory margin requirements until settled; however, we are exposed to the credit and performance risk of those exchange brokers for receivables arising from daily margin cash calls, as well as for cash deposited to meet initial margin requirements.

Our trade receivables result primarily from our petroleum operations and reflect a broad national and international customer base, which limits our exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less, and we continually monitor this exposure and the creditworthiness of the counterparties. We do not generally require collateral to limit the exposure to loss; however, we will sometimes use letters of credit, prepayments and master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to us, as these agreements permit the amounts owed by us or owed to others to be offset against amounts due us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also permit us to post letters of credit as collateral.

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on June 30, 2012, and December 31, 2011, was $238 million and $237 million, respectively. No collateral was posted for June 30, 2012, and $3 million was posted for December 31, 2011. If our credit rating was lowered one level from its “A” rating (per Standard and Poor’s) on June 30, 2012, we would be required to post no additional collateral to our counterparties. If we were downgraded below investment grade, we would be required to post $238 million of additional collateral, either with cash or letters of credit.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 19—Related Party Transactions

Significant transactions with related parties were:

	Millions of Dollars
	Three Months Ended June  30			Six Months Ended June  30
		2012	2011		2012	2011
Operating revenues and other income	$	11	23		35	31
Purchases		93	579		254	950
Operating expenses and selling, general and administrative expenses		41	74		81	149
Net interest expense*		10	16		22	32

* We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

XML

Impairments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Impairment charges by segment, before-tax
Impairment Charges by Segment Before Tax	$ 82		$ 296
Canada [Member]
Impairment charges by segment, before-tax
Impairment Charges by Segment Before Tax			213
Europe [Member]
Impairment charges by segment, before-tax
Impairment Charges by Segment Before Tax	78		79
Asia Pacific and Middle East [Member]
Impairment charges by segment, before-tax
Impairment Charges by Segment Before Tax	$ 4		$ 4

XML

Supplementary Information - Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2012

Supplementary Information - Condensed Consolidating Financial Information [Abstract]

Condensed Consolidated Income Statement

	Millions of Dollars
	Three Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			4,277		—		—			—			9,711			—			13,988
Equity in earnings of affiliates		2,103			2,467		—		—			—			570			(4,611	)		529
Gain on dispositions		—			—		—		—			—			583			—			583
Other income		—			24		—		—			—			42			—			66
Intercompany revenues		18			245		12		23			9			1,615			(1,922	)		—
Total Revenues and Other Income		2,121			7,013		12		23			9			12,521			(6,533	)		15,166
Costs and Expenses
Purchased commodities		—			3,767		—		—			—			3,287			(1,296	)		5,758
Production and operating expenses		—			337		—		—			—			1,550			(4	)		1,883
Selling, general and administrative expenses		3			167		—		—			—			66			(1	)		235
Exploration expenses		—			96		—		—			—			174			—			270
Depreciation, depletion and amortization		—			204		—		—			—			1,422			—			1,626
Impairments		—			—		—		—			—			82			—			82
Taxes other than income taxes		—			68		—		—			—			838			—			906
Accretion on discounted liabilities		—			13		—		—			—			92			—			105
Interest and debt expense		586			90		11		20			8			103			(621	)		197
Foreign currency transaction (gains) losses		(2	)		54		—		(23	)		(15	)		1			—			15
Total Costs and Expenses		587			4,796		11		(3	)		(7	)		7,615			(1,922	)		11,077
Income from continuing operations before income taxes		1,534			2,217		1		26			16			4,906			(4,611	)		4,089
Provision for income taxes		(199	)		114		1		—			1			2,417			—			2,334
Income From Continuing Operations		1,733			2,103		—		26			15			2,489			(4,611	)		1,755
Income from discontinued operations		534			534		—		—			—			280			(814	)		534
Net income		2,267			2,637		—		26			15			2,769			(5,425	)		2,289
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(22	)		—			(22	)
Net Income Attributable to ConocoPhillips	$	2,267			2,637		—		26			15			2,747			(5,425	)		2,267
Comprehensive Income Attributable to ConocoPhillips	$	2,276			3,168		—		(2	)		4			1,777			(5,425	)		1,798
Income Statement	Three Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			5,337		—		—			—			11,839			—			17,176
Equity in earnings of affiliates		2,524			2,208		—		—			—			353			(4,710	)		375
Gain on dispositions		—			—		—		—			—			35			—			35
Other income		—			38		—		—			—			44			—			82
Intercompany revenues		1			566		12		23			8			428			(1,038	)		—
Total Revenues and Other Income		2,525			8,149		12		23			8			12,699			(5,748	)		17,668
Costs and Expenses
Purchased commodities		—			4,558		—		—			—			3,737			(614	)		7,681
Production and operating expenses		—			273		—		—			—			1,335			(13	)		1,595
Selling, general and administrative expenses		4			137		—		—			—			63			(1	)		203
Exploration expenses		—			72		—		—			—			192			—			264
Depreciation, depletion and amortization		—			219		—		—			—			1,627			—			1,846
Taxes other than income taxes		—			73		—		—			—			1,125			—			1,198
Accretion on discounted liabilities		—			11		—		—			—			96			—			107
Interest and debt expense		367			118		11		20			8			128			(410	)		242
Foreign currency transaction (gains) losses		—			1		—		19			11			(13	)		—			18
Total Costs and Expenses		371			5,462		11		39			19			8,290			(1,038	)		13,154
Income from continuing operations before income taxes		2,154			2,687		1		(16	)		(11	)		4,409			(4,710	)		4,514
Provision for income taxes		(129	)		163		1		(2	)		(2	)		2,183			—			2,214
Income (Loss) from Continuing Operations		2,283			2,524		—		(14	)		(9	)		2,226			(4,710	)		2,300
Income from discontinued operations		1,119			1,119		—		—			—			994			(2,113	)		1,119
Net income (loss)		3,402			3,643		—		(14	)		(9	)		3,220			(6,823	)		3,419
Less: net income attributable to noncontrolling interests		—			—		—		—			—			(17	)		—			(17	)
Net Income (Loss) Attributable to ConocoPhillips	$	3,402			3,643		—		(14	)		(9	)		3,203			(6,823	)		3,402
Comprehensive Income Attributable to ConocoPhillips	$	3,402			3,677		—		(4	)		(5	)		3,733			(6,823	)		3,980

	Millions of Dollars
	Six Months Ended June 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			8,569			—		—			—			20,403			—			28,972
Equity in earnings of affiliates		4,679			5,230			—		—			—			1,028			(9,922	)		1,015
Gain on dispositions		—			—			—		—			—			1,523			—			1,523
Other income		1			55			—		—			—			70			—			126
Intercompany revenues		19			685			23		45			17			2,440			(3,229	)		—
Total Revenues and Other Income		4,699			14,539			23		45			17			25,464			(13,151	)		31,636
Costs and Expenses
Purchased commodities		—			7,574			—		—			—			6,304			(2,000	)		11,878
Production and operating expenses		—			604			—		—			—			2,936			(19	)		3,521
Selling, general and administrative expenses		8			430			—		—			—			133			(9	)		562
Exploration expenses		—			186			—		—			—			763			—			949
Depreciation, depletion and amortization		—			408			—		—			—			2,841			—			3,249
Impairments		—			—			—		—			—			296			—			296
Taxes other than income taxes		—			150			—		—			—			1,857			—			2,007
Accretion on discounted liabilities		—			26			—		—			—			186			—			212
Interest and debt expense		1,126			171			21		39			16			215			(1,201	)		387
Foreign currency transaction (gains) losses		(2	)		26			—		(12	)		1			6			—			19
Total Costs and Expenses		1,132			9,575			21		27			17			15,537			(3,229	)		23,080
Income from continuing operations before income taxes		3,567			4,964			2		18			—			9,927			(9,922	)		8,556
Provision for income taxes		(389	)		285			1		6			—			4,657			—			4,560
Income From Continuing Operations		3,956			4,679			1		12			—			5,270			(9,922	)		3,996
Income from discontinued operations		1,248			1,248			—		—			—			995			(2,243	)		1,248
Net income		5,204			5,927			1		12			—			6,265			(12,165	)		5,244
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(40	)		—			(40	)
Net Income Attributable to ConocoPhillips	$	5,204			5,927			1		12			—			6,225			(12,165	)		5,204
Comprehensive Income Attributable to ConocoPhillips	$	5,213			6,539			1		17			2			6,014			(12,165	)		5,621
Income Statement	Six Months Ended June 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			10,319			—		—			—			22,637			—			32,956
Equity in earnings of affiliates		5,034			4,808			—		—			—			639			(9,780	)		701
Gain on dispositions		—			265			—		—			—			383			—			648
Other income		—			69			—		—			—			97			—			166
Intercompany revenues		2			881			23		46			17			1,166			(2,135	)		—
Total Revenues and Other Income		5,036			16,342			23		46			17			24,922			(11,915	)		34,471
Costs and Expenses
Purchased commodities		—			9,070			—		—			—			6,893			(1,324	)		14,639
Production and operating expenses		—			562			—		—			—			2,666			(54	)		3,174
Selling, general and administrative expenses		9			317			—		—			—			133			(8	)		451
Exploration expenses		—			126			—		—			—			314			—			440
Depreciation, depletion and amortization		—			444			—		—			—			3,250			—			3,694
Taxes other than income taxes		—			160			—		—			—			1,922			—			2,082
Accretion on discounted liabilities		—			23			—		—			—			189			—			212
Interest and debt expense		682			237			21		39			16			253			(749	)		499
Foreign currency transaction (gains) losses		—			(16	)		—		56			8			(23	)		—			25
Total Costs and Expenses		691			10,923			21		95			24			15,597			(2,135	)		25,216
Income from continuing operations before income taxes		4,345			5,419			2		(49	)		(7	)		9,325			(9,780	)		9,255
Provision for income taxes		(241	)		385			1		(1	)		8			4,486			—			4,638
Income (Loss) From Continuing Operations		4,586			5,034			1		(48	)		(15	)		4,839			(9,780	)		4,617
Income from discontinued operations		1,844			1,844			—		—			—			1,399			(3,243	)		1,844
Net income (loss)		6,430			6,878			1		(48	)		(15	)		6,238			(13,023	)		6,461
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(31	)		—			(31	)
Net Income (Loss) Attributable to ConocoPhillips	$	6,430			6,878			1		(48	)		(15	)		6,207			(13,023	)		6,430
Comprehensive Income Attributable to ConocoPhillips	$	6,430			6,971			1		1			5			7,397			(13,023	)		7,782

Schedule of Condensed Balance Sheet

	Millions of Dollars
	June 30, 2012
Balance Sheet	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Cash and cash equivalents	$	—			12		3		44			1			984		—			1,044
Restricted cash		5,000			—		—		—			—			—		—			5,000
Accounts and notes receivable		68			6,262		—		—			—			12,332		(10,943	)		7,719
Inventories		—			196		—		—			—			982		—			1,178
Prepaid expenses and other current assets		20			1,318		—		1			—			1,147		(515	)		1,971
Total Current Assets		5,088			7,788		3		45			1			15,445		(11,458	)		16,912
Investments, loans and long-term receivables*		76,771			117,652		760		1,422			568			44,923		(217,127	)		24,969
Net properties, plants and equipment		—			8,416		—		—			—			62,811		—			71,227
Intangibles		—			9		—		—			—			2		—			11
Other assets		62			206		—		2			3			616		—			889
Total Assets	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Liabilities and Stockholders’ Equity
Accounts payable	$	—			14,521		—		—			—			5,494		(10,919	)		9,096
Short-term debt		3,222			4		750		—			—			203		—			4,179
Accrued income and other taxes		—			315		—		4			—			3,039		(539	)		2,819
Employee benefit obligations		—			417		—		—			—			177		—			594
Other accruals		244			259		9		15			6			1,139		—			1,672
Total Current Liabilities		3,466			15,516		759		19			6			10,052		(11,458	)		18,360
Long-term debt		9,453			3,220		—		1,250			499			4,407		—			18,829
Asset retirement obligations and accrued environmental costs		—			1,235		—		—			—			6,989		—			8,224
Joint venture acquisition obligation		—			—		—		—			—			3,201		—			3,201
Deferred income taxes		55			274		—		15			9			13,245		—			13,598
Employee benefit obligations		—			2,164		—		—			—			709		—			2,873
Other liabilities and deferred credits*		29,629			24,887		—		92			30			16,519		(68,677	)		2,480
Total Liabilities		42,603			47,296		759		1,376			544			55,122		(80,135	)		67,565
Retained earnings		27,378			20,276		2		(58	)		(55	)		29,920		(43,707	)		33,756
Other common stockholders’ equity		11,940			66,499		2		151			83			38,283		(104,743	)		12,215
Noncontrolling interests		—			—		—		—			—			472		—			472
Total Liabilities and Stockholders’ Equity	$	81,921			134,071		763		1,469			572			123,797		(228,585	)		114,008
Balance Sheet	December 31, 2011**
Assets
Cash and cash equivalents	$	—			2,028		1		37			1			3,713		—			5,780
Short-term investments		—			—		—		—			—			581		—			581
Accounts and notes receivable		60			9,186		—		—			—			20,898		(13,618	)		16,526
Inventories		—			2,239		—		—			—			2,392		—			4,631
Prepaid expenses and other current assets		22			1,090		—		1			—			1,587		—			2,700
Total Current Assets		82			14,543		1		38			1			29,171		(13,618	)		30,218
Investments, loans and long-term receivables*		96,284			135,618		760		1,417			565			59,651		(260,512	)		33,783
Net properties, plants and equipment		—			19,595		—		—			—			64,585		—			84,180
Goodwill		—			3,332		—		—			—			—		—			3,332
Intangibles		—			722		—		—			—			23		—			745
Other assets		64			301		—		2			3			602		—			972
Total Assets	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230
Liabilities and Stockholders’ Equity
Accounts payable	$	10			18,747		—		1			1			14,512		(13,618	)		19,653
Short-term debt		892			27		—		—			—			94		—			1,013
Accrued income and other taxes		—			315		—		2			—			3,903		—			4,220
Employee benefit obligations		—			835		—		—			—			276		—			1,111
Other accruals		244			634		9		14			6			1,164		—			2,071
Total Current Liabilities		1,146			20,558		9		17			7			19,949		(13,618	)		28,068
Long-term debt		10,951			3,599		749		1,250			498			4,563		—			21,610
Asset retirement obligations and accrued environmental costs		—			1,766		—		—			—			7,563		—			9,329
Joint venture acquisition obligation		—			—		—		—			—			3,582		—			3,582
Deferred income taxes		(5	)		3,982		—		11			9			14,043		—			18,040
Employee benefit obligations		—			3,092		—		—			—			976		—			4,068
Other liabilities and deferred credits*		25,959			40,479		—		104			29			20,047		(83,834	)		2,784
Total Liabilities		38,051			73,476		758		1,382			543			70,723		(97,452	)		87,481
Retained earnings		42,550			34,921		1		(70	)		(55	)		29,821		(58,119	)		49,049
Other common stockholders’ equity		15,829			65,714		2		145			81			52,978		(118,559	)		16,190
Noncontrolling interests		—			—		—		—			—			510		—			510
Total Liabilities and Stockholders’ Equity	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230

*Includes intercompany loans.

**Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

Condensed Consolidated Statement of Cash Flows

	Millions of Dollars
	Six Months Ended June 30, 2012
Statement of Cash Flows	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash Flows From Operating Activities
Net cash provided by continuing operating activities	$	3,221			8,449			2		7			—			4,227			(9538	)		6,368
Net cash provided by (used in) discontinued operations		—			285			—		—			—			(121	)		—			164
Net Cash Provided by Operating Activities		3,221			8,734			2		7			—			4,106			(9,538	)		6,532
Cash Flows From Investing Activities
Capital expenditures and investments		(317	)		(5,217	)		—		—			—			(7,009	)		4,685			(7,858	)
Proceeds from asset dispositions		14			1			—		—			—			1,565			(14	)		1,566
Net purchases of short-term investments		—			—			—		—			—			597			—			597
Long-term advances/loans—related parties		—			—			—		—			—			(2,900	)		2,906			6
Collection of advances/loans—related parties		—			102			—		—			—			28			(82	)		48
Other		—			4			—		—			—			16			—			20
Net cash used in continuing investing activities		(303	)		(5,110	)		—		—			—			(7,703	)		7,495			(5,621	)
Net cash provided by (used in) discontinued operations		—			(232	)		—		—			—			8,028			(8,100	)		(304	)
Net Cash Provided by (Used in) Investing Activities		(303	)		(5,342	)		—		—			—			325			(605	)		(5,925	)
Cash Flows From Financing Activities
Issuance of debt		831			3,000			—		—			—			6			(3,006	)		831
Repayment of debt		—			(8,215	)		—		—			—			(113	)		8,281			(47	)
Special cash distribution from Phillips 66		7,818			—			—		—			—			—			—			7,818
Change in restricted cash		(5,000	)		—			—		—			—			—			—			(5,000	)
Issuance of company common stock		45			—			—		—			—			—			—			45
Repurchase of company common stock		(4,949	)		—			—		—			—			—			—			(4,949	)
Dividends paid on common stock		(1,661	)		—			—		—			—			(4,082	)		4,082			(1,661	)
Other		(2	)		41			—		—			—			(408	)		—			(369	)
Net cash used in continuing financing activities		(2,918	)		(5,174	)		—		—			—			(4,597	)		9,357			(3,332	)
Net cash used in discontinued operations		—			(227	)		—		—			—			(2,578	)		786			(2,019	)
Net Cash Used in Financing Activities		(2,918	)		(5,401	)		—		—			—			(7,175	)		10,143			(5,351	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(7	)		—		—			—			15			—			8
Net Change in Cash and Cash Equivalents		—			(2,016	)		2		7			—			(2,729	)		—			(4,736	)
Cash and cash equivalents at beginning of period		—			2,028			1		37			1			3,713			—			5,780
Cash and Cash Equivalents at End of Period	$	—			12			3		44			1			984			—			1,044
Statement of Cash Flows	Six Months Ended June 30, 2011
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$	6,548			(1,033	)		2		6			(6	)		3,671			(2,835	)		6,353
Net cash provided by (used in) discontinued operations		—			(162	)		—		—			—			2,031			(1	)		1,868
Net Cash Provided by (Used in) Operating Activities		6,548			(1,195	)		2		6			(6	)		5,702			(2,836	)		8,221
Cash Flows From Investing Activities
Capital expenditures and investments		—			(512	)		—		—			—			(4,877	)		(1	)		(5,390	)
Proceeds from asset dispositions		—			321			—		—			—			1,542			—			1,863
Net purchases of short-term investments					—			—		—			—			(1,594	)		—			(1,594	)
Long-term advances/loans—related parties		—			(14	)		—		(4	)		—			(2,077	)		2,092			(3	)
Collection of advances/loans—related parties		—			311			—		—			—			1,476			(1,737	)		50
Other		—			5			—		—			—			25			2			32
Net cash provided by (used in) continuing investing activities		—			111			—		(4	)		—			(5,505	)		356			(5,042	)
Net cash provided by (used in) discontinued operations		—			158			—		—			—			(10	)		—			148
Net Cash Provided by (Used in) Investing Activities		—			269			—		(4	)		—			(5,515	)		356			(4,894	)
Cash Flows From Financing Activities
Issuance of debt		—			2,073			—		—			4			15			(2,092	)		—
Repayment of debt		—			(1,805	)		—		—			—			(318	)		1,745			(378	)
Issuance of company common stock		99			—			—		—			—			—			—			99
Repurchase of company common stock		(4,785	)		—			—		—			—			—			—			(4,785	)
Dividends paid on common stock		(1,861	)		—			—		—			—			(2,553	)		2,553			(1,861	)
Other		(1	)		45			—		—			—			(401	)		—			(357	)
Net cash provided by (used in) continuing financing activities		(6,548	)		313			—		—			4			(3,257	)		2,206			(7,282	)
Net cash provided by (used in) discontinued operations		—			—			—		—			—			(288	)		274			(14	)
Net Cash Provided by (Used in) Financing Activities		(6,548	)		313			—		—			4			(3,545	)		2,480			(7,296	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(10	)		—		—			—			30			—			20
Net Change in Cash and Cash Equivalents		—			(623	)		2		2			(2	)		(3,328	)		—			(3,949	)
Cash and cash equivalents at beginning of period		—			718			—		29			4			8,703			—			9,454
Cash and Cash Equivalents at End of Period	$	—			95			2		31			2			5,375			—			5,505

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Consolidated Balance Sheet (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Consolidated Balance Sheet [Abstract]
Marketable Securities	$ 0	[1]	$ 232	[1],[2]
Allowance for accounts and notes receivable	23		30	[2]
Accumulated depreciation, depletion and amortization	$ 57,220		$ 65,029	[2]
Common stock, shares authorized	2,500,000,000		2,500,000,000	[2]
Common stock, par value	$ 0.01		$ 0.01	[2]
Common stock, shares issued	1,754,997,004		1,749,550,587	[2]
Treasury stock, shares	540,447,614		463,880,628	[2]

[1] Includes marketable securities of: $0 for June 30, 2012 and $232 for December 31, 2011.

[2] Certain amounts have been restated to reflect a prior period adjustment.

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Variable Interest Entities (VIEs)

6 Months Ended

Jun. 30, 2012

Variable Interest Entities VIEs [Abstract]

Variable Interest Entities (VIEs)

Note 3—Variable Interest Entities (VIEs)

We hold significant variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIE follows:

We have an agreement with Freeport LNG Development, L.P. (Freeport LNG) to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $592 million at June 30, 2012, and $612 million at December 31, 2011. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment.

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Derivative and Financial Instruments (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Sales and other operating revenues [Member]
Gains (losses) from derivatives
Gains (losses) from derivatives contracts	$ 583	$ 286	$ 17	$ (131)
Other Income [Member]
Gains (losses) from derivatives
Gains (losses) from derivatives contracts	1		(5)	4
Purchased commodities [Member]
Gains (losses) from derivatives
Gains (losses) from derivatives contracts	$ (619)	$ (286)	$ (58)	$ 130

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Employee Benefit Plans (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Employee Benefit Plans (Additional Textual) [Abstract]
Decrease in pension liabilities	$ 1,098
Decrease in federal and state deferred tax assets	335
Decrease in other comprehensive income	570
U.S. (Pension Benefits) [Member]
Employee Benefit Plans (Textual) [Abstract]
Company contributions	167
Expected company contributions	540
Int'l (Pension Benefits) [Member]
Employee Benefit Plans (Textual) [Abstract]
Company contributions	103
Expected company contributions	$ 210

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Segment Disclosures and Related Information

6 Months Ended

Jun. 30, 2012

Segment Disclosures and Related Information [Abstract]

Segment Disclosures and Related Information

Note 20—Segment Disclosures and Related Information

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. We manage our operations through six operating segments, which are defined by geographic region: Alaska, Lower 48 and Latin America, Canada, Europe, Asia Pacific and Middle East, and Other International. This is a change in our reportable segments, and, as a result, all prior periods presented have been restated.

On April 30, 2012, our Downstream business was separated into a stand-alone, publicly traded corporation, Phillips 66, and has been reported as discontinued operations in all periods presented. Commodity sales to Phillips 66, which were previously eliminated in consolidation prior to the separation, are now reported as third-party sales. For additional information, see Note 2—Separation of Downstream Business.

Our LUKOIL Investment represents our prior investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We completed the divestiture of our entire interest in LUKOIL in the first quarter of 2011.

Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, ongoing costs associated with the separation and certain technology activities, net of licensing revenues. Corporate assets include all cash and cash equivalents, short-term investments and restricted cash.

We evaluate performance and allocate resources based on net income attributable to ConocoPhillips. Intersegment sales are at prices that approximate market.

Analysis of Results by Operating Segment

	Millions of Dollars
	Three Months Ended June  30						Six Months Ended June  30
	2012			2011			2012			2011
Sales and Other Operating Revenues
Alaska	$	2,393			2,632			5,130			4,917
Lower 48 and Latin America		4,172			5,977			9,303			11,625
Intersegment eliminations		(41	)		(78	)		(156	)		(164	)
Lower 48 and Latin America		4,131			5,899			9,147			11,461
Canada		1,074			1,509			2,292			3,086
Intersegment eliminations		(77	)		(233	)		(213	)		(528	)
Canada		997			1,276			2,079			2,558
Europe		3,926			4,565			7,528			8,379
Intersegment eliminations		—			—			(72	)		(50	)
Europe		3,926			4,565			7,456			8,329
Asia Pacific and Middle East		1,634			2,330			3,530			4,579
Other International		895			440			1,596			1,043
LUKOIL Investment		—			—			—			—
Corporate and Other		12			34			34			69
Consolidated sales and other operating revenues	$	13,988			17,176			28,972			32,956
Net Income Attributable to ConocoPhillips
Alaska	$	551			492			1,171			1,056
Lower 48 and Latin America		119			337			374			662
Canada		(94	)		101			(643	)		128
Europe		669			533			1,058			999
Asia Pacific and Middle East		772			956			2,510			1,819
Other International		(19	)		79			67			198
LUKOIL Investment		—			—			—			239
Corporate and Other		(265	)		(214	)		(579	)		(513	)
Discontinued operations		534			1,118			1,246			1,842
Consolidated net income attributable to ConocoPhillips	$	2,267			3,402			5,204			6,430

	Millions of Dollars
		June 30 2012	December 31 2011
Total Assets
Alaska	$	11,002	10,723
Lower 48 and Latin America		27,413	25,872
Canada		20,982	20,847
Europe		13,035	12,452
Asia Pacific and Middle East		23,328	22,374
Other International		9,775	9,070
LUKOIL Investment		—	—
Corporate and Other		8,473	8,485
Discontinued operations		—	43,407
Consolidated total assets	$	114,008	153,230

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Mar. 21, 2012
Income Taxes (Textual) [Abstract]
Effective tax rate	57.00%	49.00%	53.00%	50.00%
Domestic federal statutory rate			35.00%
Tax Relief Rate					50.00%
Foreign income tax expense total, related to new rate			$ 175

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2012

Employee Benefit Plans [Abstract]

Pension and Postretirement Plans

	Millions of Dollars
	Pension Benefits												Other Benefits
	2012						2011						2012			2011
	U.S.			Int’l.			U.S.			Int’l.
Components of Net Periodic Benefit Cost
Three Months Ended June 30
Service cost	$	42			22			49			25			2			2
Interest cost		48			38			61			44			8			11
Expected return on plan assets		(56	)		(40	)		(70	)		(44	)		—			—
Amortization of prior service cost		2			(2	)		3			—			(1	)		(2	)
Recognized net actuarial (gain) loss		45			15			41			12			—			(2	)
Net periodic benefit costs	$	81			33			84			37			9			9
Six Months Ended June 30
Service cost	$	100			50			113			49			4			5
Interest cost		111			81			123			88			18			21
Expected return on plan assets		(130	)		(83	)		(140	)		(87	)		—			—
Amortization of prior service cost		4			(4	)		5			—			(2	)		(4	)
Recognized net actuarial (gain) loss		104			33			82			23			(1	)		(3	)
Net periodic benefit costs	$	189			77			183			73			19			19

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Contingencies and Commitments

6 Months Ended

Jun. 30, 2012

Contingencies and Commitments [Abstract]

Contingencies and Commitments

Note 13—Contingencies and Commitments

A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, we are usually only one of many companies cited at a particular site. Due to the joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnifications made by others for our benefit and some of the indemnifications are subject to dollar and time limits.

We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except in respect of sites acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At June 30, 2012, our balance sheet included a total environmental accrual of $440 million, compared with $922 million at December 31, 2011. A significant portion of our environmental contingencies at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Legal Proceedings

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, are required.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at June 30, 2012, we had performance obligations secured by letters of credit of $1,035 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business.

In 2007, we announced we had been unable to reach agreement with respect to our migration to an empresa mixta structure mandated by the Venezuelan government’s Nationalization Decree. As a result, Venezuela’s national oil company, Petróleos de Venezuela S.A. (PDVSA), or its affiliates, directly assumed control over ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures and the offshore Corocoro development project. In response to this expropriation, we filed a request for international arbitration on November 2, 2007, with the World Bank’s International Centre for Settlement of Investment Disputes (ICSID). An arbitration hearing was held before an ICSID tribunal during the summer of 2010, and we are currently awaiting an interim decision on key legal and factual issues. A different arbitration hearing was held in January 2012 with the International Chamber of Commerce on ConocoPhillips’ separate claims against PDVSA for certain breaches of their Association Agreements prior to the expropriation. The arbitration process is ongoing.

In 2008, Burlington Resources, Inc., a wholly owned subsidiary of ConocoPhillips, initiated arbitration before ICSID against The Republic of Ecuador, as a result of the newly enacted Windfall Profits Tax Law and government-mandated renegotiation of our production sharing contracts. Despite a restraining order issued by ICSID, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the illegally seized crude oil. In 2009, Ecuador took over operations in Blocks 7 and 21, fully expropriating our assets. In June 2010, the ICSID tribunal concluded it has jurisdiction to hear the expropriation claim. An arbitration hearing on case merits occurred in March 2011, and we are awaiting a decision. On April 24, 2012, Ecuador filed a revised supplemental counterclaim asserting environmental damages, which we believe are not material. The arbitration process is ongoing.